B O W Slayer
by Evil Dyke
Summary: Jill and Rebecca gets themselves involved on a dangerous journey against a powerful B.O.W organization while assisting the B.S.A.A Research division who also has their own sinister agendas. Things gets even worst once Jill and Rebecca comes into contact with their past enemies, Rachel and Maria. Warning - adult sexual content, gore, violence, and swearing.
1. Chapter 1

**Disclaimer : I do not own the Resident Evil Franchise or any of it's characters.**

* * *

In a undisclosed location, a woman walked through a long dark chamber with barely any light. Demonic looking statues filled the long hall. The Woman stopped once she reached the end of the hall where a curtain blocks her path from going any further.

"Mistress Lilith, I can feel our forces nearing the destination." She said.

"...Good." A powerful voice replied echoing through the chamber.

"This will be our first attack against the B.S.A.A, so are you sure it's wise to depend on the squad we send out, I still think we should had send more of our elites to ensure this mission goes as smooth as possible?" The woman asked.

"There will be casualties and that is exactly what I want, to see whose worthy and whose not...those that dies on the mission would had never become good enough to be in the Utopian society we're creating, a society for not just any B.O.W but the strongest B.O.W." The voice replied.

Three figures wearing robes approaches a B.S.A.A research facility hidden deep in a jungle.

"Finally found it hehe." One of them said.

"It looks smaller than I expected." Said the second one.

"That's because most of the facility is underground." The third one tells them.

Suddenly a group of security guards got out of their hiding spot and surrounds them.

"Hey hold it right there!" One of the guards yelled as the other points their gun at them.

"Oh what's this? We been spotted already." One of the robed one said.

"That's right trespassers, we have surveillance cameras placed around our research facility so we already saw you three heading this way!" The guard yelled.

"Now who are you people and what are you doing here?!" One of the guards asked.

"Well we're on vacation and we kinda got lost you know with the jungle being so big and all..." One of them replied.

"Bullshit! You expect us to buy that?!" The guard said.

"Whatever the case may be, we're taking you in for questioning, the boss is gonna deal with you." Another guard said.

"It seems we got no choice but to fight." One of the robed figures sighed.

"I suppose taking out this group of humans would be a good warm up for us before we head inside." Another robed agreed.

"Then allow me to attack them first hehe." The third and also the biggest robed figure said as he cracks his knuckles and walks forward.

He takes off his robe, throwing it to the ground and reveals himself. A huge muscular middle eastern man who appears to be in his thirties and stands eight feet tall with extremely thick looking skin, far from how a normal human should look.

"Stop and don't take another step big guy!" One of the guards yells.

The big man ignores their demands and continued to walk towards them.

"Alright he asked for it, shoot him!" The guard yells.

The man's skin turns rock like causing all the bullets to bounce off him.

"What in the world?!" One of the guards said as they all panic.

The rock like man charges towards them and kills two guards with one punch for each shattering their bones. The remaining guards split up and began firing again. One of the guards takes out his grenade but before he could use it, he gets attacked by a big one foot wide spider that covers his face. The man screams as the spider lands a poisonous bite on him.

"What the fuck?!" Said one of the remaining panicking guards.

He looks and sees one of the robed figure releasing another of those spider underneath her robe.

"Do you like my pets, I have more you know hehe." She laughs.

She takes off her robe, revealing herself. A beautiful tall naked slender Caucasian woman with long black hair appearing in her early twenties. She moans as a dark ball like creature comes out of her vagina and drops to the floor. It then grew eight long legs out of it's body.

"You freak, I'll kill you and your damn pets!" The guard said after watching in horror.

He aims his gun but before he could shoot, a few pounds of acid landed on his body causing him to scream in pain as his flesh starts melting.

The last surviving guard saw his comrade screaming in agony before falling dead to the floor with all their flesh nearly gone. The guard turns and tries to run but is blocked by the last robed figure. He watched as the figure threw away her robe. A pretty young Caucasian girl with blonde hair in her mid to late teens. She stands at a normal height of five feet five. The other two attacker also closes in on the lone surviving guard.

"Please don't kill me, I surrender..you folks can go inside and I won't alert or call anyone I swear!" He begged.

"Hey but don't you wanna know where the acid came from, say yes!" The blonde girl asked.

"Umm...sur..sure." The guard replied nervously.

"It came from here." The blonde girl said and opens her mouth pouring a few pounds of acid on him, causing him to scream loudly and dies soon after.

"Hahaha you're so cruel Lilly." The tall black haired woman said.

"Shut up Victoria, I saved you before cause you got too careless with that guard trying to show off your fancy pets!" Lilly yells.

"Oh big deal if that guy would had wounded me than I would just automatically mutate into my full B.O.W form." Victoria replied.

"True but it's better to avoid revealing our B.O.W form if possible especially against weak fodders like these." The big rock like guy said, jumping into their conversation.

"And yet out of all three of us, only you Brian revealed your true B.O.W form so you should be the last person to tell us that!" Lilly yells at him.

"Well I do have a excuse, I have a bunch of guards getting ready to shoot at me before you know." He said.

"Enough you two, let's get on with this mission already, we can't fail the Mistress" Victoria reminds them.

The three of them continues on their way.

* * *

Inside the B.S.A.A research facility. a female escort guard, a man with a suit, and the commanding officer stares at the security camera sets and analyzed the situation.

The female escort guard is a beautiful young Caucasian adult with medium height and long blonde hair. The commanding officer and the man in the suit are also both Caucasian, in their thirties, both built good and tall.

"Fascinating..our guests managed to take out our outer security forces without much effort. I wonder what kind of B.O.W are they?" The female escort guard said.

"Fascinating? I just lost twelve of my men to them and you're acting like it's no big deal Kate." The Commanding Officer replied angrily.

"Whoever they are, they must have found out about our secret here somehow beforehand or else whoever they are working for wouldn't had send three B.O.W to attack this place." The Man with the suit said.

"I'll rally the remaining guards within the base for a counter attack and call for reinforcements" The Commanding Officer suggested.

"That won't be necessary, have the remaining guards here get into defensive positions around multiple choke points, we'll need some diversions" The Suited Man replied.

"What? But scattering our guards into multiple defensive positions would just make it easier for our invaders to pick them off group by group, I say we attack them with everything we got." The officer said.

"I already have someone on the way to solve this problem, besides we only have twenty-six guards left with no high grade weapons so a offensive assault is a pretty big risk considering they already took out twelve outside without much trouble." The Suited Man replied.

"You're right...but who is this someone if I may ask?" The Officer said.

"Her name is Jill...Jill Valentine and She'll be here very soon as I already contacted her right when I knew about some strange intruders coming." The Suited man replied.

"How did you know those three intruders would cause enough trouble for you to quickly call a specialist agent right off the bat?" Kate asked.

"Easy, those robed figures obviously works for or is part of a mysterious powerful organization. They were either going to be powerful skilled humans or Bio Weapons if whoever send them were confident enough that three of them could take on this base...besides Jill just so happened to be stationed on a base not too far from this jungle."

"She's very skilled and all but can she really take on three unknown B.O.W by herself? The Commanding Officer asked.

"I'm sure she can, she's no longer a normal human after what Tricell and Wesker did to her a few years ago and she has years of experiences fighting these things." The Suited Man replied.

"But Lex, what happens if she finds out about our secret research here, surely she won't accept the fact that we're working on a B.O.W being, the very same thing she hunts." The Commanding Officer said.

"She won't stand for it of course but she also won't find out cause while she deals with them. I'll have the specimen deliver to our other base since this one is no longer a secret from our mysterious enemies." Lex replied.

"Good idea, she'll be the perfect distraction." Kate laughs.

* * *

A few minutes later, a helicopter lands outside the base. Jill readies her gears and weapons before getting out of the chopper.

"Give them hell Jill" The Pilot said.

She nods at him as he flies off.

"Jill Valentine reporting in." She spoke to her mic.

"Glad to have you Jill, the attackers are already in the base so try to hurry in." Lex replied through the other end.

Jill rushes in and sees no casualties inside the entrance room. She quickly takes the stairs down.

"No casualties, that's good but that means all the guards were ordered to defend further inside the base, I must hurry before the B.O.W intruder gets to them." She thought to herself.

Jill continues on her way deeper and deeper into the facility passing by a bunch of rooms with all sorts of dead B.O.W from many types.

"So many B.O.W here... I get it that the B.S.A.A research division run by Lex is responsible for studying various types of B.O.W to better understand how to defeat them but still it kinda makes me uneasy seeing so many, I just hope they aren't secretly doing more than I think" She thought.

Gunfire in the distance caught Jill'a attention and she rushes towards it. Once she got there, she sees a bunch of dead guards and the three intruders. They turned to face her.

"Stop what you're are doing and surrender or I'll be forced to stop you the hard way." Jill warns them.

"Well well well what a surprise, if it isn't the famous Jill Valentine." Victoria said while summoning a few spiders from her cunt.

"Who the fuck is she? Is she suppose to be special or something?" Lilly asks.

"Jill Valentine is one of the B.S.A.A's best soldiers." Brian replied.

"Let's see how strong this bitch is!" Lilly opens her mouth and pours a stream of acid towards her.

Jill jumps and rolls to the side dodging the acid and quickly takes out her twin sub machine guns firing and quickly killing Victoria's spiders that are jumping towards her. She then points and fires at them but Brian quickly turns into his rock form covering Victoria and Lilly from the bullets.

"Shit!" Jill thought.

Victoria jumps to the side and spreads her legs sending a fast web which traps one of Jill's legs. Lilly prepares to pour another set of acid but before she could do that, Jill shoots her which sends her to the floor. Brian grabs a huge table from the side and throws it towards Jill but she quickly drops one of her submachine gun and cuts the web with a knife allowing her to dodge the incoming table. Jill throws a grenade towards them and Brian quickly blocks the incoming blast shielding Victoria and Lilly.

"We're wasting time with this bitch." Victoria said.

"Damn this human sure is annoying!" Lilly said.

"Leave her to me, it'll be a honor killing her." Brian suggested.

"She's all yours Brian, come Lilly, we'll find that specimen while Brian takes care of her." Victoria said as she and Lilly goes further into the base.

Brian charges through the smoke left by the grenade and sees Jill. He tries punching her but she easily jumps out of the way. He charges at her again and Jill managed to dodge yet again but this time she counters with a spinning kick to Brian's head causing him to stumble back a little.

"Impressive your agility combined with your strength could even move a huge bulky being like me...but I'm afraid that won't be enough for you to beat me." He taunts her.

"You're not doing much to me either big guy." Jill taunts him back.

"We'll see about that!" He yells and charges yet again but is surprised as he sees Jill also running towards him.

Brian tries to grab her this time but Jill jumps behind him and kicks him in the back of his head causing him to stumble forward.

"Is that all you got monster?" Jill mocks him.

"You fucking bitch! You won't defeat me this way, all you're doing is annoying me with your harmless kicks!" He yells.

"Who said I was going to defeat you this way, I was just making a fool out of you before I kill you." She replied and takes out a custom Barrett Rifle from her back.

"Ha just another useless gun!" He yells and charges.

Jill shoots and Brian slowed down as he felt blood coming out of his rocky chest.

"What is this?" He asked in confusion.

"You don't know your guns very well do you, this is a Barrett and it fires 50. caliber armor piercing rounds strong enough to even pierce tank armor." She tells him and smiles.

"That won't stop me!" He screams and tries to rush at her but is shot in the head this time.

Brian's body stood still for a moment before falling hard backwards. Jill walks up to his corpse.

"What a disappointing B.O.W, all power but no brain, now for the other two." She said as she walks deeper into the base to pursue the other two.


	2. Chapter 2

"You think Brian is gonna be okay?" Lilly asked.

"Not sure but we can't worry about that now, I'll be preparing some traps and backup while you head further in, I'll head towards the other direction when I'm done." Victoria tells her.

"Heh you better hurry with your preparation or else I'll be having all the fun to myself." Lilly said.

They split up and Lilly made her way into a room with two guards.

"Shoot her!" One of them yelled as they waste no time trying to kill her.

She dodges the bullets and hid behind a crate for cover.

"Stop hiding you monster, come out and fight!" One of them yelled.

Lilly pours a stream of acid over the cover and onto the guards.

"Aggghh!" They screamed as they start melting and dying.

"Hahahah too easy, I hope there's a lot more of them further in the base for me to kill." Lilly laughs.

Lilly noticed a presence behind her. She turns and sees Jill.

"Oh...I suppose this means you defeated Brian." Lilly said.

"Yeah I did and you're next if you don't surrender and turn yourself over." Jill warns her.

"...Okay I'll turn myself over...just kidding!" Lilly laughs and opens her mouth to spray a stream of acid towards her.

Jill avoids it and shoots her with a small tranquilizer dart from her wristband.

"What?!" Lilly said in surprise.

"Sorry but I have to stop your remaining friend too so I can't waste too much time with you, besides I might need one of you alive for interrogation later." Jill smiles at her.

"You...bitch..." Lilly said before falling to the floor.

Jill turns around and starts walking away but noticed movements and sounds behind her. She quickly duck and avoid a stream of acid.

"Ahhh so close in catching you off guard." Lilly yells.

"What? My tranquilizer didn't work on you?" Jill said in surprise.

"Hehehe guess you don't know my abilities, I can alter my body to produce different kinds of chemicals which also allows me to be immune to all sorts of invading chemicals, drugs, toxins you name it as I could just alter and change them while they are in my body. I mostly use my enhanced sulfuric acid to kill my enemies but I do switch it up once in awhile." The girl chuckles.

"Interesting but I'm afraid I don't really have time to hear all the details about you so I'll ask again do you surrender or do I have to kill you?" Jill giving her a choice again.

"Hahaha you think you could take me bitch?!" Lilly laughs and sprays another stream of acid at her.

Jill dodges it and shoots the B.O.W with her rifle creating a large hole through Lilly's chest.

"Gah!" Lilly struggles to stand before falling to her knees.

"Time to finish this." Jill said and blew Lilly's head up with another shot.

Jill blows the smoke from her rifle and walks out of the room. Once she was back in the hall. She noticed something coming towards her very fast from behind. She turns around and sees a mass of liquid about to consume her. Jill barely had time to jump out of the way as she rolls to the floor while losing her rifle to the mass of liquid. The liquid starts forming up and turns back into Lilly but with a bigger and slimy body this time.

"Still alive you monster?!" Jill said.

"You really are as good as they say, you managed to evade a surprise attack from behind twice, thought I could get a quick easy win over you if I just play dead whenever you thought you defeated me then I'll do a sneak attack on you when you're not looking but that clearly didn't work and you also managed to force me into revealing my true B.O.W form, something I wanted to avoid."

"So we both wanted to have a easy and quick win over each other but it seems that didn't happen for either of us, still I'll say I did more to you than you did to me." Jill replied.

"Hahaha yeah right more like you used up all your tricks while you still don't know all my abilities." Lilly laughs and sprays another stream towards Jill.

"I noticed you have a delay every time you spray those acid out from your mouth." Jill said as she rushes towards Lilly with her combat knife.

Lilly's two nipples splits out their own form of acid onto Jill's suit surprising her.

"Shit" Jill said as she looks at her suit melting away.

"Hehe my mouth isn't the only place where I could shoot acid you know but luckily for you, my nipple acid won't melt flesh but inorganic materials like your suit."

Jill continues to watch in horror as her entire suit dissolves into nothing.

Lilly moves forward and punches Jill while she's distracted sending her to the floor.

"Ha finally got a hit on you, I guess having your lustful body exposed like that would make even a powerful super soldier like you get embarrassed enough to be totally defenseless."

"Fuck you monster!" Jill yells and gets back up.

Lilly laughs and and tries kicking Jill this time but the Super Soldier regains her focus and blocks Lilly's kick with her arm then counters with her own kick which sends the B.O.W flying back.

"Not bad, you proving to be quite a formidable opponent. I think I'll play with you before I finish you off." Lilly said.

The B.O.W turns herself into her liquid form again and morphs into a new shape. Her torso and legs are now fused into a long stretched out snake like body with long loose arms while her head reminds human like. Lilly quickly wraps herself around Jill's body,

"So you can also turn yourself into a rubber like body." Jill said.

"Hehe neat right, I could do a lot of things and now that I finally got you trapped and secured, I think I'll play with you a bit first."

Lilly licks Jill's neck and kisses her on the cheek.

"What are you doing?" Jill asked nervously.

"Hehe I'm having fun." She replied.

Lilly moves one of her arms on the soldier's crotch and rubs her slit surprising her.

"Hey! Stop!" The Super Soldier demanded.

The B.O.W ignored her and kept on moving her fingers up and down Jill's slit. Jill blushes a little and struggles to break free but Lilly made sure that she wouldn't be able to escape. Jill's snatch was a little moist now and Lilly slip her fingers inside causing the super soldier to let out a soft groan.

"Stop it you monster!" Jill demanded again.

Lilly moves her head close to Jill.

"Are you sure you want me to stop...cause your body doesn't seem to be agreeing with you hehe." Lilly whispers into Jill's ear.

Jill blushes and let out a soft moan as her pussy starts getting wet from the fingering creating soft wet sounds.

"Sto..stop it!" Jill cries out.

Jill let out another moan and starts breathing heavier.

"One of the B.S.A.A's ultimate weapon, a super soldier. but the truth is you're just another whore ahhaa." The B.O.W laughs.

"You...won't get away with ohhhh!" Jill's speech gets interrupted by the more aggressive fingering.

Jill blushes and breathes more heavier as her snatch becomes soaking wet now creating a louder wet squishy sound with some already dripping to the floor. Jill moans loudly and opens her mouth more. Lilly took this chance and starts tonguing and kissing her.

"This..this is bad, if she keeps this up..I'll..." Jill though as she tries her hardest to not get consumed by the lustful attack.

But it was already too late as Jill's body gets more and more aroused. The B.O.W's rapid fingering and tonguing is becoming too much. More and more of her fluid leaks up and drips down to the floor as the wet sounds continues. Jill gives in and tongues back with the monster girl as they both blushes.

Jill let out another moan and came hard after a few more seconds.

"Hehehe I knew you like that but I'm gonna play with you some more before I kill you." Lilly said as she moves her mouth away from Jill creating a line of saliva.

Lilly takes her soaked fingers out of Jill's drenched snatch and puts it in her mouth tasting the super soldier's lustful fluids. The B.O.W then shoves a finger up Jill's anus causing her to let out a sudden grunt.

"Stop...leave my butt alone!" Jill demanded.

"Another lie from you as your asshole was turned on from the pleasuring I gave you before or else it wouldn't had slipped in so easily." The B.O.W said.

Lilly finger fucks Jill's anus faster and more aggressive causing Jill to let out painful and sexual groans.

"Another thing I forgot to tell you is I could sense the chemical reaction from other beings I touched and I know your body is reacting wonderfully to these pleasuring attacks, it wants it hehe. You're not a super soldier, you're just a super slut!" Lilly laughs at the humiliated soldier.

"Damn you..." Jill spoke softly.

Jill tries her best to resist in her mind but couldn't as her body's reaction overwhelms her own mind.

"I wouldn't want to forget about your erect nipples either." The B.O.W said and moves to suck on them.

Jill moans loudly from Lilly's aggressive sucking. Even though Jill can't concentrate fully in her turned on situation. She still noticed Lilly's grip getting a little loose as the B.O.W is getting too distracted with pleasuring her. Jill takes this chance and knee Lilly stunning her a bit just enough for Jill to break free from her grip.

"Nice get away plan, a shame really I wanted to have more fun with you but I guess it's about time I kill you."

The B.O.W opens her mouth to spray Jill with acid again but Jill quickly goes into a room to avoid it. Jill looks around and sees something that would prove useful right now.

"So the super soldier is trying to run away I see, such a shame that you can't even run away right as you trapped yourself in this room." Lilly said as she enters the room.

"Who said I was running away? I was merely luring you into a trap." Jill replied and smiles.

"Hahaha you must be bluffing, trying to sound as brave and cool as possible before you die eh or perhaps you think you can scare me off" The B.O.W said.

"It's no bluff, I noticed you said your main acid was sulfuric acid so I wondered what's going to happen if all that generated sulfuric acid in your body was mixed with spring."

"No!" Lilly said as she realize what might happen.

Jill rushes towards her and punches the B.O.W in the stomach causing her mouth to open as she let out a painful grunt. Jill quickly shoves a bottle of spring in her mouth and pushes her down to the floor. Lilly starts choking on the floor as the spring mixes with the acid in her body. Jill rushes out as Lilly blows up, destroying the entire room in the process.

"Two down, one more to go...shit I don't have any cloths on me and my weapons are gone except for my combat knife." Jill said while picking up her knife.

"No time to waste on finding cloths, I have to get to the last B.O.W fast!"

* * *

In another part of the base, multiple guards began firing at dozens upon dozens of spiders with some guards bitten to death already by their poisonous bites.

"Hold the line don't let them through!" One of the remaining guards yelled as they all continued to guard the entrance to the inner research lab.

In the inner research lab. The Commanding Officer, Lex, Kate and two big muscular guards opens up the the vault containing the pod that holds the secret specimen. Lex then gave the order for the two guards to carry the pod out. The pod containing the specimen measures around six feet long and weren't too heavy.

"So this is the special specimen I heard so much about, it doesn't look that big, I wonder what the specimen looks like" Kate said with excitement.

"Yeah consider yourself lucky babe, you finally get to see this thing I've been telling you about." The Commanding Officer said.

"...But Shawn, I don't want to just see it, I want to steal it." Kate replied.

"Ha ha funny joke Kate." Shawn the Commanding Officer laughs.

"Heh I'm not joking." Kate replied and quickly shoots both of the guards dead forcing the pod to be dropped.

"What the?!" Shawn said in surprise.

Lex waste no time to do a counter attack, shooting Kate a few times with his pistol which sends her to the floor.

"What the fuck is happening?!" Shawn yelled in confusion.

"Your so called girlfriend Kate is a spy, she's one of them that's what's happening, now stay back cause I got a feeling she's still alive.

"Hahahhaaha you guessed right." Kate laughs while getting back up.

Kate takes off her glasses and removes her ponytail holder allowing her hair to drop down. She then starts transforming turning into a beautiful seven feet tall B.O.W which ripped apart her cloths and shoes in the process. Her new form has golden skin with her hair also being golden but in a darker tone. Her body became a bit more toned up. Overall she still looks human like.

"Let's play boys." Kate taunts them.

"Not today." Lex said and threw a flash grenade at her blinding her for a few seconds.

"Run!" Lex tells Shawn as they both escape through a secret exit.

"Damn those two, still at least the pod is secured." The B.O.W said.

Outside, almost all the guards defending the inner lab entrance are dead, all except for two.

"We lost ten of our comrades but at least we managed to stop the attack." One of them said.

"Yeah we sure did." He said as they both looked at the dozens of dead spiders scattered in the hallway.

Suddenly the ceiling breaks as two long arms with huge claws grabs one of the surviving guard and lifts him up into the ceiling devouring him.

"Oh my god!" The last surviving guard panics and shoots the ceiling with his last remaining clip.

The ceiling then breaks as Victoria's B.O.W form lands on the floor. She now has a much bigger body with her lower body being that of a spider while her upper body remains human like except for her two long arms with razor sharp claws and her four red eyes and the bunch of sharp teeth in her mouth.

"Monster!" The guard yells as he tries running for his life but found out some of the hallway were blocked with webs.

"No!" He said one last time before being impaled from behind by Victoria's claw.

"Silly human, there is no escape." She laughs and throws his corpse to the side.

Victoria heads inside the inner lab and sees Kate already carrying the pod. Victoria then shoots out more webs covering the lab entrance.

"I sealed off all the hallways with my web so their reinforcements would be slowed down." She tells Kate.

"Is Jill still alive?" Kate asked.

"Not sure but it matters not, we got what we came for, You said there's a backdoor out of here right?." Victoria said.

"Yeah the elevator in this lab would take us out." Kate replied.

Both of them noticed the web wall in the lab entrance getting sliced opened with Jill entering right after.

"Another B.O.W? It matters not both of you stop what you're doing!" Jill said.

"Hahaha you're all naked. " Kate laughs at Jill.

"...And you're naked yourself so what's your point?" Jill replied.

"Oh that's right...oh well whatever" Kate replied.

"Enough! What have you done with Brian and Lilly?!" Victoria asked.

"I killed them of course and you two would be next if you don't surrender so your call." Jill offered them a chance.

"You monster! Lilly was still a teen!" Victoria yells.

"Teen, elderly, middle age, young adults it matters not cause she was a B.O.W and would be treated as such and from the way she acted, it seems she made the choice to become a B.O.W in the first place. Jill replied.

"How so ignorant of you to treat us as monsters rather than a evolution to mankind." The Spider woman yells as she jumps towards Jill.

The super soldier dodged it but is then kicked on the side by Kate sending her flying against the wall. Victoria then shoots out a long rope like web and grabs Jill's leg then pulls and swings Jill around the lab.

"Gah!" Jill grunts in pain as her body slams into multiple lab equipment.

"We need to get on the elevator now Victoria and transform back to your human form cause the elevator won't have space for all of us." Kate said.

Victoria sends out more webs to cover and trap Jill and then transforms back into her human form and quickly went in the elevator with Kate and the pod. Jill cuts the web apart but it was too late as the elevator was already starting to move.

"Until we meet again Jill." Victoria said and laughs.

"You just got yourself a powerful enemy today, our Mistress will hear of your involvement with this haaha." Kaye laughs as the elevator starts going up.

Jill watches helplessly as the two escapes.


	3. Chapter 3

"Shit...I can't believe Kate was working with the enemy all along and was a B.O.W this whole time too!" Shawn said angrily.

"You are a fool Shawn! All this happened because of you, them knowing our location and everything." Lex yells at him.

"Hey how am I suppose to know Kate was a B.O.W working for a enemy organization?!" Shawn replied.

"Let's see...Kate mysterious joined our division just a month ago and posted as a guard here and immediately you roost her rank and made her your right hand guard all because she was a pretty young lady."

"Well...I was in love with her, what did you expect brother." Shawn replied.

"I expected more from you obviously, I am extremely disappointed in you, I only made you a commanding officer here because you are my brother but it seems you lacked the skills and intelligence to handle your position." Lex replied.

"...I'm sorry Lex, I really am, I promise I'll do whatever it takes to track these enemies down."

"That won't be necessary." Lex replied.

"Why not?"

"Because I was already one step ahead of everyone." Lex said.

"What do you mean?" His brother asked.

"I predicted that Kate might have been a spy but I wasn't a hundred percent sure since I had no legit proof which was the reason why I couldn't call her out before...but what I did was I switched the pod where our specimen was in and replaced it with a decoy."

"Where is the real specimen then?"

"The real one is in our main research base." Lex tells him.

"That is very smart of you Lex, you already had a backup plan in case something like this does happen."

"As the head of the B.S.A.A research division, I have to be but unfortunately I can't say the same for the commanding officers which is you." Lex replied.

"Oh come on, I already admitted that I was too careless." Shawn said.

"The scientists at our main research base are making groundbreaking progress on our specimen Void and soon we'll be able to control it and use it as our secret trump card against anyone that tries to oppose us." Lex said.

"Hehehe I can't wait to see it be completed." Shawn laughs.

"I'll use it to eliminate the other B.S.A.A division leaders secretly and replace them with the ones we have connections with and soon I'll be the only leader left and I'll rule the entire B.S.A.A from the behind the scene hahaha!" Lexx laughs.

"Wait a minute Lex, I thought our secret was to make a powerful B.O.W using the Void to fight bio terrorist threats, you never said anything about taking over the entire B.S.A.A." Shawn asked.

"Well now you know and don't tell me you don't like my ambitious plan brother."

"It's not that I don't like it, it's that it might become too risky." His brother replied.

"It won't trust me,,,and besides you'll still be the second in command and once our goal is complete, you won't just be the second in command of only the research division but the entire B.S.A.A."

"That does sound amazing hehehe but there's still the matter of those mysterious group of B.O.W. They would surely mess with us again after they find out they got a decoy specimen." Shawn said.

"Not to worry, we'll use Jill and Rebecca to take care of them."

"But what if they managed to find out about our secret?" Shawn said.

"Well I already plan to have them both killed off once they helped us so that there won't be any loose ends."

"Clever brother, using them to solve our problems then killing them off once they do their part, I like it hehe"

"It's the perfect plan, we'll just tell the rest of the B.S.A.A that they die while on duty fighting the B.O.W...and the super soldier program is nearly ready so we'll have a bunch of super soldiers like Jill that's more loyal, everything is going according to plan." Lex tells him.

"Hahahaha...hahahahaha!" The two brothers laughs.

A transmission on Lex's mic interrupts them.

"Must be Jill." Lex said and answers the call.

"Lex, I took care of two of the B.O.W but wasn't able to prevent the other two from escaping." Jill said.

"We'll discuss more on this, meet me at my office." Lex replied.

* * *

A few minutes later, Jill enters Lex's office while wearing a blanket to cover herself.

"Jill...it seems your fight with the B.O.W cost you your cloths."

"Yeah...one of the B.O.W I fought melted them off." She replied.

"I'll have a guard get a new suit for you."

"Thanks...and I know I wasn't able to stop them but rest ensure I'll get to the bottom of this." Jill said.

"Don't worry too much about it, we'll just have to think of a backup plan and I already got one." Lex replied.

"And what's that?" She asks.

"I placed a hidden tracker within the pod they stole, hopefully it'll lead us to their HQ or whoever they're working for or at least a place that has connections to it."

"Yes, I do recall them carrying a pod off when they escaped and if you don't mind me asking, what's in that pod and why do those B.O.W want it?" She asked.

"..That pod contains a bunch of top secret anti B.O.W chemicals that could be the key to easily stopping all future B.O.W threats." Lex lies to her.

"Hmm why would those B.O.W want those anti B.O.W chemicals? Shouldn't they be trying to stay away from it?" Jill questions him.

"Well that is exactly why they would want it so they could find a way to become immune to it, " Lex said.

"I guess that makes sense if you put it that way," She replied.

"I'll have Shawn support you with his troops once we find out their location."

"No need, I could take care of it on my own." Jill replied.

"Come on now everybody needs some backup here and there besides I already called Rebecca to assist you on this mission to destroy these B.O.W. She's already heading towards the pod's location as we speak." Lex said.

"Rebecca? Last I heard from her was from Chris saying how he was able to cure her from the A-Virus infection a few months back, I'm surprised she's back into the B.O.W business after that incident, thought she would want to stay as far away as possible." Jill said in surprise.

"Yeah everyone thought so too but I guess she finally realize she couldn't run away from the problem any longer after experiencing what she went through, ask her yourself, I'm sure she'll have a lot to say during your long reunion." Lex said.

"But wait you send Rebecca towards the pod's location to fight those B.O.W knowing full well that she's not that good in combat?!" Jill said.

"Relax, I ordered her not to fight the enemy, only to observe them, she'll be the spy and you'll be the exterminator, sounds good?"

"Won't it be better to just sit back first and let the B.O.W lead us back to their base since you said you got a tracker on the pod?" Jill said.

"That is part of the plan but it's better to have some active agents tailing them too, would help us see what kind of transportation they use and what connections they'll have, not to mention they might not even bring the pod back to their main base of operation in the first place."

"You make a good point but I still can't let Rebecca follow them on her own, if they see her than she's done for, I can't risk that happening. " Jill said.

"Very well then I'll tell Rebecca to fall back and wait for you then you two can team up and go follow them together." Lex said.

"Thank you Lex." Jill replied.

Lex tries to send a transmission to Rebecca's mic but it didn't work.

"...Damn it, Rebecca's mic is down for some reason." He said.

"Shit...Lex call Johnny for me, I'm going straight for those two B.O.W." She said.

"But your orders are to tail behind the enemy with Rebecca not engage the enemy."

"Sorry Lex but I can't obey that order, Rebecca might be in danger."

"But what if she isn't in danger and you defeat those B.O.W then our plan for them to lead us to their base with the pod would be ruined Jill."

"I'll take one of the B.O.W alive and force it to tell us all their information." She replied.

"Alright I hope you know what you're doing, those two escaped B.O.W are still in the jungle, they seem to be heading towards the shore area no doubt trying to escape by boat or a submarine, Johnny is coming back to pick you up in his chopper, I wish you luck." Lex said.

"Perfect, I'll be able to intercept those two but first I'll need my new suit and some weapons."

Jill heads out after putting on her new suit and geared herself up with some weapons. Lex and Shawn watches Jill exit the research facility through their security cameras.

"Let's hope she can get the job done cause she doesn't seem to follow orders very strictly.." Shawn said.

"She's like that..another reason why she would be consider a threat to our future plans but she's the best weapon we got right now against this mysterious B.O.W threat at least until we send out our own Super Soldiers which should be very soon, for now she'll do her part and we'll collect any B.O.W she defeats."

* * *

Somewhere in the jungle, Kate and Victoria continues on their way to the shore area.

"Damn it, how long will it take for us to get there, I'm tired of carrying this pod." Kate complains.

"I'll say we're almost there, we just gonna follow this river, it'll lead us all the way to the part of the shore where our escape boat is." Victoria replies.

"Hey how about we take turns carrying this pod?"

"But I'm an six feet tall slender woman while you are already in your seven feet tall toned up B.O.W form." Victoria said.

"Then transform back into your spider form damn it."

"Nah I don't feel like it." Victoria replied.

Their conversation was interrupted when they hear a helicopter flying towards them in the distance before slowing down near them.

"What?! How do they know our exact location in the vast jungle?! There's no way they'll have surveillance camera everywhere." Victoria said.

"They don't have any cameras in this part of the jungle, I would know since I was a spy there so it's probably from the pod itself." Kate replied.

"Alright good luck Jill, I'll be flying off now since I don't wanna risk getting hijacked by those B.O.W girls." Johnny said to Jill.

"I understand, see you later." Jill said and jumps out of the chopper and lands on the ground near the two B.O.W.

"Rebecca is nowhere in sight which is good." Jill thought to herself.

She walks towards the two B.O.W.

"There's no escape for you two now so come quietly or get exterminated!" Jill tells them.

The two B.O.W laughs at her.

"You should had stayed away instead of coming after us again so soon, but it seems you're very eager to die." Kate said as she puts down the pod.

"You didn't do so well against me the first time we fought, what makes you think you'll stand a better chance now." Victoria said and transforms into her B.O.W form.

"Because I'm more prepared this time." Jill said as she takes out two submachine guns and shoots at them.

The spider lady jumps away while Kate stands still and extends her hair allowing it to grow extremely large and long.

"What?!" Jill said in surprise as Kate's long hair blocks all her bullets.

"You can't be prepared if you don't know all our abilities dumb bitch" Kate said and sends her hair towards Jill smacking her to the ground and disarming her guns.

Jill throws a grenade towards the B.O.W but Kate easily jumps away, dodging the explosion. Kate then extends her hair towards Jill again but she managed to dodge it this time.

"Phew that was close, your grenade almost destroyed my beautiful hair." Kate said as she retracts her hair back to normal length.

"Let me have some fun with this one too hehe." Victoria said and sends a bunch of her spider minions towards Jill.

Jill takes out two knives to dual wield and easily slices all the approaching spiders.

"How dare you kill my children!" Victoria yells as she shoots out a long web silk with her hands.

Jill dodged the first one but the second one managed to grab her ankle. Jill quickly cut the web before Victoria can swing her around again.

"Sorry not this time spider lady." Jill said and runs towards Victoria.

The spider B.O.W tries sending two web lines at the super soldier again. Jill jumps up to avoid them and prepares to stab Victoria with both her knives as she's coming down. Jill suddenly gets smacked back hard by Kate's long hair again causing her to drop both of her knives and roll across the ground.

"Saved your butt." Kate said to Victoria.

"Hmph I could had stopped her but thanks anyway." Victoria replied.

Kate jumps towards Jill as she's getting back up. The super soldier rolls out of the way before Kate could stomp her with her foot. Jill attacks the B.O.W with a kick but Kate easily blocks it and kicks Jill in the face with her bare foot then grabs her with her long hair and throw the super soldier sending her flying twenty feet away to the ground.

"Oh it's on now bitch." Jill smiles as she quickly got up.

"I never expect to see a human so happy with fighting a B.O.W in hand to hand combat." Kate said.

"If you would actually fight me physically with none of your B.O.W abilities than I'll really appreciate it cause that means I can kick your ass easily." Jill said.

"Oh you think you could defeat me a powerful B.O.W in melee combat, how amusing considering you were losing before." Kate smiles back.

"I was just warming up before so come at me again without your abilities I dare you." Jill taunts her.

Kate charges forward and swings at Jill who dodges it. Jill jumps up and kicks Kate again but the B.O.W was able to block it once again however this time Jill follows up by quickly spinning her body and followed up with a second kick that lands on Kate's face causing her to stumble back.

"Why you little bitch!" Kate yells and tries kicking Jill who quickly ducks and kicks Kate in the vagina. Kate groans in pain taking a few steps back.

"Kate stop fooling around and just use your ability to finish her, remember she's a super human not a normal human!" Victoria yells.

"I'm not letting this fucking human beat me in personal combat! Don't get in my way!" Kate yells back.

The B.O.W tries kicking Jill again but she easily avoids the B.O.W's long leg and kick Kate in the face dazing her. Jill then does a roundhouse kick that sends Kate to the ground.

"How?! How are you beating me?!" Kate screams and gets back up.

"You may be bigger and stronger and you're also pretty fast for your size but you aren't as agile as me and most importantly you aren't as experienced as I am which is why you can't beat me." Jill said.

"Fuck you, I'll show you!" Kate screams and uses her ability again.

"Guess you're gonna cheat now." Jill said.

"It's not cheating since this is part of my body you dumb whore!" She screams.

The B.O.W extends her hair and tries to attack Jill but the super soldier having studied her attack pattern before was able to evade the hair attack by using all the trees to her advantage. She kicks Kate in the stomach causing her to groan in pain. Jill jumps and punches her in the face causing the B.O.W to take another step back. Kate tries to punch the super soldier out of rage but Jill remained calm and dodged them one by one than kicks her in the stomach and breast. Kate tries landing another kick but Jill avoids it yet again and squeezes Kate's nipples causing her to gasp and blush as she got surprised by Jill's action.

"I noticed you are actually turned on by watching how hard your nipples are and I couldn't help but to squeeze them." Jill taunts her.

"Fuck you!" Kate yells and grabs Jill then throws her against a tree trunk.

Kate extends her hair towards Jill again and the super soldier jumps over it and lands next to the B.O.W. Kate tries to do a leg sweep which Jill avoids by jumping and landing a hard kick on Kate's chest causing her to let out a painful grunt. Jill quickly follows up with a upper kick on Kate's head which knocks the B.O.W out cold.

"Oh my god! this is embarrassing." Victoria said as she watches Jill defeats her partner.

"Stupid bitch." Jill said to her defeated opponent.

Victoria webs Jill's body from behind while she's distracted who then swings the super soldier into a tree trunk causing her to let out a painful grunt and then to another and finally swinging her to a large web connected to multiple tree branches, trapping the super soldier.

"Shit!" Jill thought as she's unable to free herself.

Victoria moved one of her spider like claws towards Jill's face and touches her.

"You're lucky I'm in a hurry Jill, but next time I'll be sure to have my way with you once I have you in my webs again hehe." Victoria said as she kisses Jill and moves back.

"How come you're letting me live?" Jill asked.

"Hehe as I said I'm in a hurry and killing you so soon would be no fun, I want to have my way with you first before I suck you dry human, something I won't have time to do right now..but next time we meet, it'll be your last haha."

Victoria sends out two web lines, one to grab Kate's ankles and the other to grab the pod.

"Damn it why did you have to knock her out while her hair was still extended, now I gonna carry the pod while dragging my friend with her extremely long hair still out.

"Glad I could make it difficult for you." Jill replied.

* * *

In the shore area, three figures waits on a large boat. One of them a huge seven feet tall middle age Caucasian man with a hunchback walks out of the boat. The other two on the boat are two young ladies. The Caucasian is of average height and the Hispanic one is fairly tall at around six feet.

"Hey where are you going?" One of the blonde girl asks the huge hunched back man.

"I'm gonna check up on the others, they are taking longer than expected." He replies.

"Can I come alone too?" She asked.

"No you can't Rachel, you and Maria are both new to the Demons of Lilith and would only be assigned to simple tasks like guarding our boat, do I make myself clear?"

"But I wanna have some fun too, I wanna see Jill again and surprise that bitch hehe." Rachel said.

"You wouldn't dare disobey out great Mistress Lilith would you? Must I remind you that without her help, you would had still been a crazy insane B.O.W." The man with the hunched back said.

"I understand...sorry to question you sir." She replied.

"Good" He said as he walks into the jungle.

Rachel looks at Maria who stares back.

"You don't talk much do you?" Rachel asked while Maria gave no respond back and turns her head away.


	4. Chapter 4

"Okay...how am I gonna get out of this web I can't use my strength to my full advantage in this situation...where are you Rebecca." Jill thought to herself as she tries to figure out a way.

The branches holding part of the web together breaks weakening the web but it still didn't fully freed the super soldier yet. Jill uses her strength and managed to break free from the weakened web.

"The branches must had weakened when she threw me on the web."

Jill picks up her knives and guns and rushes towards the direction that Victoria went.

A short distance away, Victoria runs into the huge hunched man.

"Frank? What are you doing here, shouldn't you be guarding our escape boat with the two new comers?" Victoria said.

"Those two should be good enough for the guarding job and I'm here because I was wondering what was taking you guys so long, and where's Brian and Lily?" Frank asked.

"We were doing well until Jill came, she gave us a bit of trouble and...Lily and Brian are dead, killed by that bitch."

"I see...that's unfortunate considering Brian was a good friend of mine and Lily was still young...Kate isn't in any danger is she?" He asked as he looks down at her.

"No she'll be alright, She's just unconscious from getting beat up by Jill."

"I assume you took care of Jill?" He asked.

"Yes kind of, she's still alive but she's trapped in one of my web. We don't have to worry about her stopping our escape." She replied.

"Silly girl you got her in your web and you didn't even finish her, and now she's looking at us. " Frank said as he sees Jill walking towards them from a distance.

"What?! She's here?!" Victoria said in surprise as she turns around and sees Jill.

"You go take Kate and the pod back to the boat while I deal with Jill." Frank said.

"Alright I'll leave it to you."

"Not so fast!" Jill yells as she tries to stop Victoria but quickly gets forced back by a few powerful shots from Frank's custom pistols who she barely avoid.

"Your fight is with me Jill," He said.

"I see I'm well known to you guys already." She replies.

"You are infamous to all bio terrorists and B.O.W. You killed many of our kind but today you made a big mistake by killing two of our own, two of the Demons of Lilith."

"Demons of Lilith, so that's what your organization is called, thanks for giving me some info on you guys."

"You won't live long enough to gain any lead on us as I'll be giving you a gruesome death soon." He laughs.

Jill gets into combat stance with her knives as she prepares to fight him.

"Hehehe your two little knives against my two pistols, I think it's clear who has the upper hand here." He said.

Jill looks at Frank's two pistols and sees that they are much bigger than any normal pistol and clearly wasn't meant to be held by a normal human.

"I see you're staring at my weapons, each shot is powerful enough to blow up a human's head or leave a large hole in their bodies hehe."

"Those shots are pretty powerful but the fire rate is also slower than a normal pistol so I wonder what are the chances of you landing one on me." She said.

"Let's find out." He replies and starts firing at the super soldier non stop while she dodges them with ease.

Jill puts her knives away and takes out her two sub machineguns, emptying her ammo on Frank. He drops his guns and takes a few steps back as his body bleeds from all those shots.

"i know you're not done yet so quit playing around and reveal your true form." She said.

"Hehehehe smart woman." He laughs.

Frank began to mutate causing his skin to turn brown while his hunchback grew even larger which rips through his cloths revealing a large hive on his back.

"What the heck?!" Jill said.

"Hey you are the one that wanted me to show you my true form and here it is hehe, my back is a hive for my bees and right now they want to sting you to death hehe."

A large swarm of bees flies out of his back and went straight for the super soldier.

"Oh shit!" Jill said and starts running.

"The great super soldier Jill running like a coward ahaha." He laughs as he follows her.

The bees chases after her and she knows she can't outrun them forever. She quickly thought of a plan and jumps into the river preventing the swarm to follow her into the water. Frank follows his minions to the river.

"Shit what do I do, my physical attacks won't help, my knives are useless, and I can't stay underwater forever."

"Come out Jill, you know you can't hold your breath forever, it's either you come up and get sting to death or get drowned, both choices is gonna be pretty harsh on you hahahahaha!" He taunts her.

Suddenly a grenade gets throw at the bee swarm and releases a purple gas that kills the swarm.

"What?!" A surprised Frank said.

"Hey you leave my friend alone!" Rebecca yells as she comes into his view.

"Ha I see you want to get sting to death too, you won't be so pretty once my bees are done with you!" He yells and sends out another swarm.

"Stop talking and tell your little pest to give me their best shot!" Rebecca yells back.

"As you wish, let''s see how you're going to deal with my minions when they aren't bunched up together!"

Frank directs the other bees to split up and attack Rebecca from multiple sides. Rebecca allows the swarms to get close enough first before taking out the flamethrower from her back and aims it around, burning them to death.

"Damn you!" He yells.

"Outsmarted ya now turn yourself in monster or else!" Rebecca said.

"Or else what, My body can keep creating the bees to replace the lost ones and I already have another swarm inside now so it's far from over!"

"Than I'm forced to end you." Rebecca said and threw her other poison grenade at him.

The grenade blew up and releases the purple gas on Frank but once the gas cleared, Frank was still standing.

"Pathetic your petty gas could only kill small weak B.O.W but it can't hurt stronger ones like me." He said.

"I thought you'll be smart enough to know that the gas was meant to kill off the remaining swarm inside your body not you." She said.

"Hahahahhahaha!" He laughs loudly.

"What's so funny?" Rebecca asked.

"You don't know all my abilities do you, I have sealed all the holes to the hive inside my back so your gas couldn't reach them and with you having none of those grenades left and your flamethrower probably low on fuel, I think I got the win here." Frank laughs.

"I still have my handgun!" Rebecca said,

"Ha and you think a little gun like that could stop me, like I said I win." He laughs again.

"Wrong!" Jill said.

Frank gasped in fear as he turns around and sees Jill running towards him and lands a hard kick on his chest, kicking him down into the river.

"Noooo!" Frank thought to himself as the bee swarm in his body starts panicking underwater and stings him from the inside repeatedly causing him to bleed non stop which soon kills him.

Jill and Rebecca looks at the blood filling that part of the river and knew Frank was dead.

"Good timing Jill." Rebecca said.

"Thanks Rebecca, I got out of the water while he was distracted with you, I just had to sneak close to him so I could kick him down before he'll have a chance to release his swarm on me, once he's in the water I knew his bees will panic and try to escape which would kill him in the process."

"I can already tell we'll make a pretty good team together." Rebecca smiles at her.

"No Rebecca, you shouldn't be fighting these B.O.W, you know how dangerous this could be, you don't need to risk yourself so just leave the fighting to me while you do the research on them."

"I can't Jill, being a researcher in the background just isn't enough, I realize I have to go back on the field and face these monsters directly." She replied.

"I'm sorry that incident happened but that madman Glenn is dead along with his plans, you're safe now so no reason to put yourself in danger, the others wouldn't want you to risk yourself either."

"That's not the point Jill, it's not about me or what people think I should do, it's about the world as a whole, bio terrorists are everywhere, Glenn was just one out of many...I was a S.T.A.R.S member and I regret not continuing my combat training. People are living in fear because bio terrorists and bio weapons could be anywhere in the world and I attend to stop it whenever I could just like you are so give me a chance." Rebecca said.

"I see there's no changing your mind...but you must promise me you'll be careful Rebecca, let me do most of the fighting."

"Come on Jill, I can take care of myself, besides I'm the one that saved you remember so you can't say I'm not good enough for combat anymore."

"I admit, you did saved me, if you weren't here than I would had been in serious trouble against that bee using hunched B.O.W." Jill said.

"Then it's decided, no more second thoughts about my combat skills so let's go kick these B.O.W's asses."

"Yeah let's go get them." Jill replies.

* * *

Back at the shore, Victoria looks back at the jungle waiting for Frank to come while Kate moans and starts to wake up.

"...What happen?" Kate said.

"You got knocked the fuck out that's what happened." Victoria replied.

"...Jill! Where is she?!" Kate screams as she remembers her fight with her.

"She's fighting Frank right now, hopefully he could defeat her."

"Shouldn't we go back to help him?" Kate said.

"No we already lost two of our own, if Frank dies then we can't afford the risk, not when we had the pod with us, maybe once we hand it over to the twins." Victoria replied.

"Frank should be able to take care of her, I'm sure of it." Kate said.

"Let's hope..."

"You got defeated by Jill?" Rachel asks Kate.

"Shut up new comer, she got lucky that's all!" Kate answers angrily.

"Geez I was just asking." Rachel replied.

"It can't be..." Victoria said as she and the others sees Jill and Rebecca walking out of the jungle.

"Looks like she had a friend with her." Kate said.

"Not sure who that other woman is but we better start this boat and leave now." Victoria said.

"What?! You want us to run from humans?! I say we take them on!" Kate said.

"Normally I'll say yes but we had the pod with us remember." Victoria replied.

Rebecca and Jill both stopped and got surprised once they noticed Maria and Rachel on the boat.

"You know one of them?" Rebecca asked.

"Yeah the blonde with the hair covering her eyes, that's Rachel Foley, she used to work for the F.B.C but got turned into a B.O.W which became a annoyance...what about you? You seem to be surprised too." Jill said.

"Yeah I know that other blonde woman, Maria Gomez, she's part of that bio terrorist group that almost got me killed, didn't think she was still alive." Rebecca said.

"This is gonna be interesting." Jill said as she and Rebecca walks towards the boat.

"Hahahahaha finally get to see you Jill!" Rachel laughs.

"Rachel Foley...so I see you're still alive." Jill replied.

"Yeah are you surprised to see I'm back to a human, the Demons of Lilith found my body on a shore and took me in then gave me my sanity back."

"You might have gotten your sanity back in a way but you're still thinking and acting like a B.O.W so you're clearly not truly back to being a human or else you would had never joined up with a bio terrorist group like the Demons of Lilith, I wouldn't be surprised if you still had your B.O.W form." Jill said.

"Hehehehe you are right about that, I still have my B.O.W form." She said as she mutates into her Ooze form.

"Except now I can actually think straight and transforms back and forth between my human and B.O.W form whenever I want, all thanks to the great Mistress Lilith." Rachel Ooze laughs.

"Great so just as I thought, you weren't cured at all, they just turned you into a smarter B.O.W." Jill said.

"Rebecca..." Maria stares at her.

"I see you're working for another bio terrorists organization now, but why? You have nothing to gain from it anymore." Rebecca said.

"Shut up, I have everything to gain! More so than before, you...and your friends took the last remaining things I cared about!" Maria said angrily.

"Oh now you can suddenly talk?" Rachel said to Maria.

"I could always talk, I just choose not to talk a lot of times." Maria replied.

"Hey I know you went through a lot but what Glenn did was wrong, he went too far and my friends had no choice but to stop him which unfortunately caused Diego's life too." Rebecca said.

"Shut up, don't you dare speak of that name again!" Maria yelled.

"Are you two new comers done with your little reunion yet cause we really need to go." Victoria said.

"Nonsense I say we take them out, come on Rachel and Maria." Kate said as she jumps off the boat and launches her hair towards Jill and Rebecca.

"Watch out Rebecca!" Jill said while dodging it.

Rebecca also managed to dodge it but barely while Maria and Rachel heads towards them from the side, Rebecca quickly takes out her pistol and shoots Rachel a few times causing her to stumble back. Maria took this chance and jumps towards Rebecca and tries to attack her but Jill managed to block her and kicks her back. Maria gets back up and tries to kick Jill who evades it and kicks Maria in the head causing her to fly to the ground. Victoria decided to remain on the boat to make sure their escape is secured but slowly gather up her spider pets. Rachel laughs out loud as she tries to claw Jill. The super soldier dodged her claw swings with ease and kicks her back.

"Wow when did you get this strong and fast?" Rachel asked.

"Heh long story but let's say I went through a lot since we last met." Jill replied.

Maria lunges towards Jill from behind and puts her in a choke hold. Jill quickly elbows Maria in the body stunning her and then kicks her down. Rachel charges at Jill while she was distracted, trying to claw her again but the super soldier avoids it at the last second which Rachel quickly responds with a kick sending Jill to the ground. She quickly gets back up but then gets kicked from behind by Maria causing Jill to let out a painful grunt as she drops to the ground.

"Hehehe what's the matter, can't handle both of us?" Rachel said as she and Maria stands next to Jill whose lying on the floor.

"No I was just having a bit of fun but it's time to end this." Jill said and gets back up with her knives drawn this time.

Maria, Rachel, and Jill suddenly gets sweep by Kate's long extended hair causing all three of them to roll on the ground which made Jill lose her knives in the process.

"Hey watch where you're aiming your attack Kate, you hit us too!" Rachel yells.

"Shut up new comer, Jill's mine so I want to be the one to finish her off!" Kate yells as she uses her hair to smack Jill to the ground and then grabs Jill with it and swings her against a rock causing her to moan in pain.

"Hahahah it's time to finish you off bitch!" Kate said and prepares to send her hair on Jill's body.

"Back off her!" Rebecca yells as she tries blasting Kate's hair with her flamethrower.

Kate retracts her hair fast enough to avoid being burned. Maria quickly jumps next to Rebecca and kicks the flamethrower off her hand and then smacks her to the ground.

"That was close, the bitch almost managed to burn my beautiful hair." Kate said.

"But can't you just get your lost hair back instantly? Seeing as you're able to extend and enlarge your hair at will." Rachel asked.

"But that doesn't mean I want to witness my beautiful hair getting burned you dummy!" Kate yells.

"Enough we really have to go, reinforcements are coming." Victoria said as she points towards the jungle.

A bunch of guards starts to exit out of the jungle while Jill and Rebecca recovers and stands back up. Maria and Rachel quickly gets back on the boat.

"Shit you're right we can't take Jill with that many guards at the same time but...I got a idea hehe." Kate smiles.

She extends her hair and warps it around Rebecca's body.

"Jill help!" Rebecca yells out as Kate retracts her hair bringing Rebecca onto the boat.

"Rebecca nooo!" Jill screams and tries to run towards the boat but quickly stopped when she sees a swarm of spiders coming towards her.

Jill runs towards her knives and picks them up then turns around to slice the approaching spiders. Once the guards got close enough, they also assisted Jill in clearing the remaining spiders. But by this time the boat has already moved a good distance away.

"Damn it...they got Rebecca, I have to save her!" Jill thought to herself.

Jill picks up her incoming transmission.

"Jill what happened?" Lex asked.

"They got Rebecca and the pod onto their escape boat, I have to go after them, where's Johnny?" Jill asked.

"He's on break right now at the refueling station but I'll contact him right away to get his chopper." He replied.

"Tell him to hurry." Jill said as she watches the B.O.W's escape boat goes further and further into the sea.

On the large boat, Rebecca gets surrounded by the four girls.

"Good thinking Kate you managed to catch Jill's partner hehe we're going to have some fun with her right?" Rachel asked.

"No she's mine!" Kate said and walks up to the nervous Rebecca towering all over her with her tall toned up golden body.

"Oh this isn't good..." Rebecca whispered to herself as she realizes something bad is going to happen to her.


	5. Chapter 5

"Why don't we just kill her." Maria suggested.

"You don't get to decide what happens to the hostage, me and Kate will decide when she dies" Victoria said.

"Can I play with Rebecca hehe" Rachel asked again.

"No I already told you she's mine." Kate replied.

"Come on Kate, I think I deserve some fun too, especially Maria here who has beef with her due to past events." Rachel said.

"The new comer does have a point Kate, you should let them have their fun with her or at least share the fun hehe," Victoria said.

"...What exactly are you guys trying to do?..." Rebecca asked nervously.

""What do you think little girl." Kate laughs and rips Rebecca's jacket off causing her to scream in fear and embarrassment.

"Oh my god! What are you doing?!" Rebecca screams.

"We're going to have our way with you stupid bitch." Kate laughs.

"Stop! Get away from me!" Rebecca yells.

"Want me to tie her up with my silks?" Victoria asked.

"No need she's not a fighter." Maria replied.

"Don't you dare try to fight back or else we'll kill you, and if you tried to jump off the boat than that won't work either since we can swim faster and better than you." Kate warns Rebecca.

"Maria you have a brief history with Rebecca, why don't you have some fun with her first." Victoria said.

Maria walks up to Rebecca and looks down at the nervous soldier.

"I don't care about doing anything sexual to her, all I want is for her to die...but I guess torturing her first wouldn't hurt either." Maria grins.

Maria pushes Rebecca to the floor and gets down to forcefully kiss her neck and lips. Rebecca tries pushing her away but Maria grabs both her arms and easily holds her with her superhuman strength. Maria kisses the struggling girl's neck and face again while Rebecca tries to resist as best as she could but finds herself getting a little turned on secretly.

"Am I actually enjoying this?...No of course not I would never give myself to such perverted acts." Rebecca thought to herself.

Maria backs off for a bit.

"I see you're resisting quite well but I wonder for how much longer." Maria smiles.

"I'll never give in to your sexual attacks!" Rebecca replied.

"Let's see how tough you are once I do this." She replies.

She moves her head down and starts licking and sucking on the soldier's nipple causing Rebecca to gasp and blush a little. The Soldier's nipples quickly got erected with ease and Maria starts sucking and pulling it even harder causing Rebecca to moan softly.

"Already starting to lose it? She's not even up to the main course yet hehe." Rachel mocks her while watching from the side.

"Damn...this is bad, her sucking is turning me on and I can't control it." Rebecca thinks to herself.

Maria moved and suck on Rebecca's other nipple causing the soldier to let out another moan.

"Stop! Stop it!" Rebecca begged.

"Why would she stop when you're clearly enjoying it Rebecca, your nipples are erect and your face is blushing so you're clearly liking it, remember your body doesn't lie." Rachel said.

Maria stopped holding Rebecca's arm as she knows the soldier is resisting less and less. She grabs both of Rebecca's boobs, squeezing and rubbing them while she continues to suck on her nipples. Rebecca starts breathing heavily now as her cunt starts to get wet.

"You and your friends took everything I care about away from me so it pleases me to humiliate you like the bitch you are before I kill you!" Maria said.

"I'm..I'm sorry about your losses...but being a...bio terrorist is never the answer!" Rebecca replied weakly as she's struggling to say the words.

"Shut up you little slut!" Maria yelled and pinches both of Rebecca's nipples then pulls them aggressively causing the soldier to moan in pain and pleasure.

Maria moves towards her face and sees Rebecca breathing heavily with her mouth open. Maria takes this chance and slip her tongue inside her mouth to tongue her. Rebecca tongues back out of reflexes. After a bit of tonguing, Maria moves away creating a line of saliva between their mouths. She moves down and spreads the soldier's legs apart and stares at the aroused soldier's leaking cunt. She gets closer smelling the wondering arousing smell from it.

"Stop not there!" Rebecca begged.

But Maria ignores her and starts fingering her wet cunt creating sloppy wet sounds and causing Rebecca to let out multiple moans. After fingering her for a bit, Maria brings her fingers back out and licks the fluid off it.

"Your juice is really starting to flow out and your clit is just begging to be teased." Maria said and flicks her erect clit causing Rebecca to moan again.

"Stop." Rebecca struggles to let out the words as she's breathing heavily.

Maria then quickly starts aggressively licking and sucking the leaking cunt causing Rebecca to moan, groan, and whimper as Maria violently slip and twist her powerful tongue inside the soldier's wet cunt creating loud slurping sounds.

"If this keeps up, I'm...I'm gonna!" Rebecca thinks to herself as she's reaching her climax.

The soldier came hard soon after. Maria also catches her breath for a few moments. Suddenly Rachel pulls Rebecca away from her.

"Wait what are you doing? I'm not done with her yet." Maria said.

"You had your fun, now it's my turn hehe." Rachel grins at Rebecca.

"No please don't!" Rebecca begged.

Rachel gets near Rebecca and releases her cylindrical tongue to lick the panicking agent's face.

"Get away from me you monster!" She screams and backs up a little.

"How rude calling me a monster, but fine I'll go back to my human form so you'll be more comfortable." Rachel said.

She transforms back into her human form within ten seconds. Rebecca sees Rachel's cock and balls dangling out but decides to ignore it because it's not her concern right now.

"Do you like me more now hehe."

"That doesn't make much of a difference, you may look like a human but your mind is still a B.O.W." Rebecca said.

"How rude to judge me or any of us like this. we're not like those simple mindless B.O.W that you're used to, we could actually have normal conversations with you so you got no right to call us monsters and did you forget we were all humans once!" Kate yells.

"You can talk like a human or have a human form but it doesn't matter. Your thoughts and your actions are still heavily influenced by your B.O.W side."

"Heh you can judge us however you want, it won't change what I'm about to do to you." Rachel smiles as she strokes her balls and cock quickly getting it nice and big.

"Shit she can actually rape me and that cock of hers is very big too, bigger than all my ex boyfriends." Rebecca nervously thought to herself.

"You know I was the only one that didn't turned into a complete mindless monster when I was infected with the T-Abyss virus years ago and it actually made me a unique and stronger version of the other similar T-Abyss monsters, let's just say the virus was confused when it tried to infect me hehe."

"Good for you I guess, it's just a shame you still think and act like a monster based on your actions." Rebecca said.

"Enough talk, it's time for me to fuck you!"

Rachel force herself on Rebecca and shoves her cock into the helpless soldier's wet cunt which made it easy to slip in. Rebecca felt the huge meat suddenly inside her causing her to let out a sexual groan.

"Stop you're too rough!" Rebecca yells.

"I like it do it rough hehe." Rachel replied as she continues to move her hips back and forth.

Rachel moves towards Rebecca's face, kissing her and rubbing her breasts against hers while she continues to fuck her. Both girls started blushes heavily.

"Her huge cock is inside me...but it feels so good." Rebecca thought.

Rachel shoves her cock in and out faster and harder causing both girls to moan and groan wildly. Rachel moves her best back and rubs her own breasts as she's fucking Rebecca while the soldier did the same to her own.

"Your cunt makes my cock feel so good!" Rachel moans.

The loud wet thrusting sounds gets louder and louder as Rachel continues to fuck the soldier harder and faster. Soon both Rebecca and Rachel moan loudly and came hard, releasing a load of semen into the soldier. Both girls catches their breath afterwards.

"Jill where are you...I could really use a rescuing right now." Rebecca thought to herself.

"Now it's time for me to shove my cock up your ass." Rachel said.

"Oh my god no!" Rebecca said.

Suddenly Kate grabs Rebecca away with her hair, bringing the soldier to her.

"Oh come on I wasn't done with her!" Rachel said.

Rebecca nervously looks at the towering golden skin B.O.W in front of her.

"Give me a break would you, I just got violated by the other two monsters." Rebecca said.

"Shut up you little slut and lick my pussy." Kate demanded.

"What?" Rebecca said.

"You heard me, eat me out!" Kate yells.

"Wow you people are so perverted." Rebecca said.

"Shut up and do as I say or else I'm going to kill you." Kate angrily tells her again.

Seeing as she has no choice, Rebecca decides to listen. She moves her head between Kate's long legs and start licking and sucking the B.O.W's pussy. Kate moans softy and blushes as she felt Rebecca gently eating her out.

"She's already wet, what a perverted B.O.W...but at least I'm the one on the offensive this time unlike before with Rachel and Maria." Rebecca thought.

"That's right keep eating bitch." Kate taunts her.

"As you wish bitch." Rebecca thinks to herself.

Rebecca starts sucking and tonguing Kate's pussy more aggressively causing the B.O.W to let out a louder moan and her fluids to start dripping to the floor. Rebecca sees Kate's erect clit twitching and quickly sucks on it causing the B.O.W to let out a loud sexual gasp. Rebecca shoves her fingers in and out the B.O.W's cunt while sucking on her clit and Kate starts moaning and groaning loudly while frowning and blushing. The wet squishy sounds became louder and Kate's pussy juice starts leaking down her thighs as Rebecca can't suck them all. Kate starts blushing and breathing heavily.

"God she's leaking like a bitch." Rebecca thought.

"You're so good with your ahhhhh!" Kate's speech gets interrupted as she let out another sexual sound.

The B.O.W starts rubbing her own breasts while Rebecca continues to eat her out. Soon Kate squirts all over Rebecca's face and the two lay down on the floor to catch their breath.

"We arrived at our destination." Victoria tells them.

"About...time!" Kate said quietly as she's out of breath.

They exited the boat and got back on land, taking Rebecca with them. They walked down the road until they see two trucks. Two twin Asian girls gets out of the truck to greet them. Both of them have black twintails for their hair and appears to be teenagers.

"What took you guys so long?" One of the twin girls asked.

"Sorry to keep you two waiting so long but we ran into a bit of trouble." Victoria said.

"Where's Lily and the others?" The other twin girl asked.

"Lily, Brian, and Frank are dead." Victoria. replied.

"What?! No! That can't be!" One of them yelled.

"Who killed them?" The other twin asked in anger.

"It was Jill, Jill Valentine and she's still alive." Victoria replied.

"That fucking bitch! I'll go kill her right now." One of the twins screamed.

"Calm down sister." The other twin said.

"Calm down?! Lily was my classmate and Brian was like a father figure to us ever since we both became a B.O.W!"

"I know sis, it pains me deeply too but we must not let anger consume our minds, we'll get our revenge on them once we finish this mission." The other twin said.

"You won't be getting your revenge on them." Victoria said.

"Why not?" The twins asked.

"Because me and Kate are going to be the ones to kill her, we'll hand you guys the pod." Victoria replied.

"Then let us stay behind too!" They begged.

"No, me and Kate will take care of this, and our mission have already been delayed, we don't wanna keep Mistress Lilith waiting too long." Victoria said.

"What about me and Maria?" Rachel asked.

"You two newcomers will go with the twins." Victoria replied

"Not the answer I was hoping for but fine." Rachel sighed.

"Are you sure about this?" The twins asked Victoria again.

"Yes, don't worry about me and Kate, we'll take care of her here and now so that she won't ever be a problem for our organization in the future again." She replied.

"Yeah and besides, she's coming to us so we'll have the advantage with traps not to mention we also got her hostage here with us." Kate said.

"Good luck you two, I don't wanna see any more of us dying." One of the twins said.

"Don't worry, we'll take care of it now go." Victoria replied.

Rachel and Maria enters the truck's trailer with the pod while the twins enters the truck cab and starts driving away.

"You know in a way, I do hope Victoria and Kate fails to stop Jill hehe." Rachel tells Maria.

"Did you seriously just said that?" Maria questions her.

"Look at it this way, if they fail then that means I'll get another chance in the future to take my revenge on Jill and you for Rebecca."

"Hmm you do have a point." Maria said.

* * *

Rebecca watches Kate and Victoria discussing their plans and tactics against Jill and quietly tries to slowly back away. Once she thought she was a good distance away, she quickly turns and runs only to trip on a web silk which wraps itself around her ankle, lifting her up and Victoria pulls.

"Did you really think you could escape us." Victoria laughs.

"I could use my hair to grab you and Victoria can use her webs so escaping from us is almost impossible silly girl." Kate said.

"Jill will stop you monsters, just you watch!" Rebecca yells.

"No she won't, she'll die here along with you." Victoria said.

"One thing though, didn't Jill easily found us before when we were in the jungle, the pod might have a tracker like you said before."

"Yes it most likely does but we got Rebecca here with us so I'm positive that Jill is going to choose trying to save her rather then going directly for the pod." Victoria replied.

"Oh yeah, she'll never leave her friend behind, this is going to be her downfall and also makes things a lot easier for us."

"I almost forget there's also a rocket launcher in this truck." Victoria said and takes out the rocket launcher from the second truck's trailer.

"Let me use it, I got a idea, I'll stay inside the boat and extend my hair out holding Rebecca in the open then when Jill is distracted with her, I''ll blow that bitch up hehe." Kate laughs.

"This is bad, Jill is going to be in trouble." Rebecca thought.

"There she is, the little dot from far away that's heading towards this way must be her, get ready!" Victoria said.

"My plan is going to work, just watch." Kate said.

"I hope so, I'll be scouting around to make sure nobody else is coming to her aid." Victoria replied.

Kate grabs Rebecca with her hair then extends it greatly to the open area so that Jill would notice her while she heads towards the boat.

"Wait! Stop, Rebecca's there!" Jill tells the pilot once they got closer.

"She's naked and a long ass hair is holding her. it seems to lead all the way inside that big boat over there." Johnny said.

"Yeah one of the B.O.W I encountered before can extend and enlarge her hair to great lengths, she's inside the boat for some reason, these savage monsters were doing horrible things to her and I'm going to make them all pay!" Jill said.

"Hey Jill you know the drill, I'm going to stay high cause I don't want no risk so you jump down from here okay?" Johnny said.

"Jump from here? That's a little too high even for me, at least get a little lower!" She said.

Johnny moves the chopper down a little. Kate gets on the deck of the boat and aims her rocket launcher, shooting it at the chopper while Jill is focus on Rebecca but luckily the super soldier managed to see the rocket coming towards them.

"Shit!" Jill said and quickly jumps off.

"Ahhhhhhhh!" Johnny screams loudly as the rocket hit his chopper, blowing him and it up.

"Damn it!" Jill said as she looks at the destroyed chopper.

"Jill watch out!" Rebecca warns her as Kate fires another rocket towards the super soldier.

Jill dash and jumps away, avoiding the blast. Kate throws the empty rocket launcher away and retracts her hair back, bringing Rebecca to her. Jill aims her machine gun towards Kate but sees her holding Rebecca.

"Hahahaha what's the matter? Afraid of hitting your friend." Kate laughs.

"Let her go! I'm the one you want!" Jill yells.

"Not until you drop that gun." Kate demanded.

"Don't do it Jill!" Rebecca yells.

"Shut up!" Kate said and slaps her causing Rebecca to let out a painful grunt.

"Stop! I'll do it, now release her!" Jill said and drops her machine gun.

"Dropping the gun next to you isn't enough, you need to throw it and throw it far!" The B.O.W demanded.

Jill obeys her demand and throws the machine gun a good distance away.

"Heh too easy." Kate said and extends her hair towards Jill.

The super soldier smiles and takes out two knives as she has expected the B.O.W to not keep her words. Jill dodged and sliced the approaching hair but Kate counters by splitting her hair into four smaller lines, quickly grabbing Jill's ankles and wrist and lifts her up causing her to drop the knives.

"What?!" Jill said.

"Surprised? I could manipulative my hair in any way or form as long as they aren't cut off. I didn't do it in our last fight cause I underestimated you and I couldn't focus that much with so many trees around us at that time but now its different in a wide open area and I'm going to make you pay for killing so many of us and also for humiliating me before!"

Kate slams the restrained Jill down hard into the ground causing her to grunt in pain. Kate then repeats it and laughs.

"Your painful sounds are so lovely, you want to save Rebecca but too bad you'll die before you even reach this boat hahahhaa!"

"I have to help Jill somehow!" Rebecca thinks.

She noticed Kate's grip on her is loose now and quickly takes this chance to break free.

"Lucky you Rebecca, I can't use a lot of strength on my arms and legs while I'm concentrated on using my hair ability but that don't matter cause there's nothing you can do, you're just a small weak woman, I doubt your physical attacks can hurt me hehe." Kate mocks her.

Rebecca stares at the beautiful and powerful seven feet tall B.O.W and realize that she really can't do anything to hurt her. Rebecca doesn't have any weapons nor is she good at fighting hand to hand. If she tries going for Jill's machine gun than Kate could just extend her hair further and hit her with the hair that's restraining Jill.

"That's right, just stand there and watch your friend suffer, watch her until she dies hahahahha!" Kate laughs as she slams Jill yet again.

Suddenly Rebecca thought of a idea and quickly got between Kate's legs. Rebecca grabs the B.O.W's thighs and starts licking her pussy. Kate gasped and looks down.

"Wha..what the fuck are you doing?!" Kate said in shock.

"I know I can't hurt you physically, you're right on that but I could still distract you and make you lose focus." Rebecca replied and continues licking her cunt.

"You bitch, I'll kill ahhhh!" Kate lets out a moan and blushes.

Rebecca continues her rapid licking non stop, hoping to distract the annoyed B.O.W as much as possible.

"You...you can't seriously think this plan of yours would work." Kate said but realizes she is losing more and more focus.

Kate stops slamming Jill with her hair as she's beginning to lose concentration. Rebecca starts sucking and tonguing the B.O.W's cunt faster and harder causing her to moan and her juice to flow out.

"Your body is so aroused, what a slut you are." Rebecca said.

"Fucking bitc ahhhh!" Kate's speech gets interrupted again.

Kate starts breathing heavily as she struggles to focus. Rebecca continues to suck and drink the sexual fluid leaking out of Kate's wet cunt creating loud squishy sounds.

"What's the matter girl, you don't seem so tough now." Rebecca taunts her as she kept the erotic attack going.

Kate's fluid began dropping to the floor while she blushes heavily and breathes faster. Rebecca starts sucking on her erect clit causing Kate to let out a loud whimper and her legs to tremble. Rebecca sees this and sucks on her defenseless clit even harder while she jams a few fingers up Kate's wet loose cunt, thrusting them in and out aggressively. Kate moans loudly and wildly and soon came hard. Kate drops to knees while breathing heavily as she's overwhelmed by the pleasuring attack from Rebecca.

"Got you now!" Jill yells.

Kate gasped in fear as she sees Jill on the deck a few feet away from her. The B.O.W extends her hair back and tries standing back up but Jill jumps and lands a hard kick on Kate's head, sending her body crashing on the deck floor, completely out cold.

"Good work Jill! You knocked her out good!" Rebecca said and hugs her.

"I sure did, she won't be waking up for awhile with this kick and you did a good job yourself too at distracting her...something I would had never expected from you." Jill said.

"I'm not the same innocent girl I was way back when we were at that mansion, I've done plenty of improper stuffs over the years you know" Rebecca replied.

"Heh you're right but still you surprised me with that tactics."

"Hey I have to make her lose concentration somehow hehe." Rebecca smiles.

"I guess we get to take a quick break now that."

"No, not yet, Victoria that spider girl is still close by" Rebecca interrupts and warns her.

"You're right and she seems more experienced than Kate, she'll be a harder fight for sure, stay here Rebecca, I'll handle this." Jill said.

""Please let me come too!" Rebecca suggested.

"No Rebecca you stay here, I don't want you in danger or kidnapped again!" Jill said.

"Fine, but please be careful."

"I will" Jill replied and picks up her knives and machine gun before heading towards the forest.

Jill sees a bunch of spider webs all over the tress and roads. She gets on guard aiming her machine gun at multiple directions, trying to see any signs of Victoria's spider pets. Suddenly a few silk webs grabs Jill and pulls her up into the tree causing her to drop her gun. The silk webs quickly wraps themselves on Jill's body leaving a few spots uncovered like her mouth and breasts.

"What the hell?!" Jill said in surprise.

"Silly girl you were so focus on all my stationary webs that you don't even know what I could really do with my silks." Victoria said as she comes into Jill's view.

"What do you mean?" Jill asked.

"I could control my silk webs in many ways, I have perfected a lot of bondage technique with my webs over the years on many victims hehe." Victoria pulls her webs squeezing Jill's breast and causing her to let out a soft moan.

"I'm finally going to have some fun with you super slut, you won't escape my webs this time hehe."


	6. Chapter 6

"I hope Jill's okay." Rebecca thinks to herself as she looks out to the forest.

A few minutes has passed since Jill left but Rebecca was already getting a little worried. She started wondering if she should just go look for Jill even though she told her to stay on the boat.

"Damn it, I should have more faith in Jill, she is a super human after all and it's only been a few minutes...I guess I'll give it a bit more time before I decide...still doing nothing is kinda boring."

Rebecca walked around the boat while waiting as she doesn't have much to do. She was able to find a key which is most likely used for Kate and Victoria's getaway truck. She then looked down at Kate's unconscious body spread out on the floor with her mouth halfway opened.

"This B.O.W was pretty damn dangerous and mean but now that she's unconscious and defenseless, she actually looks pretty peaceful and beautiful." Rebecca thinks to herself as she took this chance to really look and admire Kate's tall golden skinned body.

"Her pussy tasted so good before when I was assisting Jill, wouldn't mind eating her out again."

Rebecca kneel down and ran her fingers along Kate's mighty body and proceeds to kiss the B.O.W's neck and face but Rebecca quickly backs off.

"No wait what am I doing? I shouldn't be getting attracted or having dirty thoughts to a B.O.W, I was only eating her out before because I needed to distract her or she would had killed Jill."

Rebecca stood back up and clear the perverted thoughts from her mind.

"Hmm what should I do to kill some time...I got it, I'll search the inside of this boat, maybe I'll find something useful."

Rebecca heads downstairs and searched around, hoping to find something useful like a weapon or more info on the bio terrorist organization. As she looked around, she sees nothing special except for a mysterious box against the wall with a label saying "private things."

"Private things eh? Maybe it'll have some clues to this B.O.W organization." Rebecca thinks.

Rebecca opens it and finds a bunch of sex toys and a grenade instead.

"My my some of these B.O.W have been naughty...I guess there's nothing useful here after all, they were planning to abandon this boat anyway, smart of them not to leave anything useful behind...still these could come in handy."

Rebecca grabs the box as a naughty thought came up. She brings it with her back up to the deck. Rebecca smiles as she stood in front of the unconscious B.O.W and prepares to molest her.

"She's a B.O.W, a beautiful one but still a B.O.W so me doing bad things to her won't make me a pervert or a bad person...after all I'm punishing a monster not a human and besides this is payback for what she did to me before with the rest of them." Rebecca thinks to herself, trying to come up with a justified reason.

Rebecca opens the box and lays the sex toys on the floor and holds up one of Kate's long legs, rubbing and licking it. She then position the B.O.W's feet in front of her mouth and gave the sole a few long licks before sucking on her toes.

"This is the right thing to do, it's righteous punishment for a evil monster...and besides it's not everyday that I get to have my way with a B.O.W."

Rebecca turns one of the small vibrators on

"This thing is rough." Rebecca said as she sees how hard the vibrator is vibrating in her hands.

She press it against Kate's clit and began stimulating her. Rebecca waited a bit and sees Kate's breathing becoming a little heavier and her pussy reacting a little letting her know it's working but slowly. As the B.O.W starts getting a little moist, Rebecca aggressively rubs the vibrator up and down Kate's slit before shoving it inside. Rebecca grabs a bigger vibrator, turning it on and assault Kate's cunt with it, thrusting it in and out. The B.O.W's pussy got wet in no time as each thrust creates a slippery wet sound. Rebecca leaves the big vibrator in the B.O.W's pussy with half of it sticking out. Now Kate's pussy is passively being assaulted by two vibrators, a smaller one and a bigger one. Rebecca smiles at Kate's face whose starting to blush a little as she listens to the teasing sound from the two vibrators inside.

* * *

In the distance, Victoria smiles at the super soldier she had trapped in her webs. She manipulates her web silks, forcing Jill into many humiliating bondage positions.

"Release me you bitch, and fight me fairly!" Jill demanded.

"I think not, and besides it's your fault that you ran into my trap in the first place hehe." Victoria tells her.

The B.O.W gets close to the super soldier, kissing her while rubbing her body.

"Get your disgusting body away from me monster!" Jill tells her.

"Monster? My upper body is still human so shouldn't I only be a half monster hehe."

"Fuck you!" Jill replied.

"Heh let's see how tough you are if I do this."

Victoria tighten her web silks around Jill's body, squeezing her which causes the super soldier to groan in pain.

"Heheheh that should teach you some manners."

Victoria grabs Jill's breasts and rubs them aggressively then starts sucking on her nipples. The super soldier made a low moan as her nipples quickly gets hard.

"Stop you monster!"

"Your body doesn't agree with you, your nipples quickly getting hard as I suck on them proves this." The B.O.W laughs.

"Once I escape, I'm going to kill you, I promise!" Jill threatens her.

Victoria pinches Jill's other nipple to shut her up which caused the super soldier to make a sudden soft sexual sound.

"I'm going to turn you into a bitch before I decide to kill you." Victoria smirks at her.

"Whatever dirty acts you try doing to me, it won't work!" Jill angrily tells her.

"Still trying to act so tough eh, that's good cause that just means I'm going to enjoy humiliating you even more." The B.O.W laughs.

"I won't give in to a monster like you!"

"Oh really, let's see how tough you are once I start with your most private spot hahaha." Victoria smiles.

Victoria moves her hand against Jill's snatch and rubs it gently, moving her long fingers up and down against the super soldier's slit, massaging her clit and pussy lips seductively.

"Stop you bitch!" The super soldier yells.

Victoria ignores her and slip her fingers in the super soldier's moist pussy causing Jill to let out a soft moan and blushes lightly.

"You won't get away with this I .." Jill's speech gets interrupted and let out another soft moan.

"You're acting like you don't like it but I know you like it secretly because your body tells the truth hehe." Victoria smiles.

The spider woman thrusts her fingers in and out faster as Jill's pussy starts getting wetter and wetter. The super soldier let out a louder moan and blushes and frowns even more. Jill starts breathing heavily as she starts getting very aroused. She's tried her best to maintain focus but her body is giving in quickly.

"This is bad..this monster is actually turning me on.." Jill thinks to herself.

"You're not resisting very well are you." Victoria taunts her as her fingers continues to thrust against the super human's cunt.

"You...sick..perverted bitch." Jill struggles to let the words out.

"Heh your super human body may be very powerful physically but when it comes to sexual resistance, it's zero hahahaha." Victoria laughs and continues making the super soldier's cunt wetter.

"Damn you..." Jill said weakly as she blushes even more.

Victoria starts thrusting her fingers harder against Jill's sopping wet cunt, creating loud squishy wet sounds with fluids dripping to the ground. Jill moans and frowns her eyebrows even more while biting her own lips as she tries to resist the sexual attack the B.O.W is giving her. But it didn't help much as Jill quickly let out a cute moan and squirts and Victoria laughs. The B.O.W takes her long soaked fingers out which is heavily soaked with Jill's fluid and licks it while Jill catches her breath.

"Tasty..as expected from the whore fluid of a super human hehe." Victoria said while licking her fingers clean of the Jill's lustful fluid.

Victoria flicks Jill's engorged clit with her fingers causing Jill to let out a cute whimper.

"Stop it!" Jill cries out.

"Heh still trying to act like your resisting when your body already gave in." Victoria replied.

The B.O.W moves her head against the super soldier's twitching snatch and sucks on her clit causing Jill to let out a loud sexual grown.

"But I'll need to taste you even more!" Victoria said as she buries her tongue deep within the super soldier's dripping snatch causing Jill to moan loudly and her entire body to quiver.

Victoria licks and sucks on the super cunt, making sure to taste every single drop of sexual fluid from Jill. The super soldier was powerless in Victoria's pleasuring assaults. She moans and whimpers loudly as her body gets wildly aroused by Victoria's merciless tongue.

"It feels...it feels so good." Jill said without thinking straight.

She moans again as the B.O.W kept licking and sucking on her wet soaked cunt. Jill holds her breath as her body came hard a few moments later.

"You like that don't you, you super whore." The B.O.W said as she move her head back creating a line of fluid. Victoria licks around her own lips, tasting all the remnants of Jill's fluid.

"I'll make sure...your entire organization dies." Jill said after taking a few seconds to catch her breath.

"Are you still trying to threaten me even now, my you're stubborn but I guess that just means I'll have to punish you more which I intended to do anyway hehe." Victoria smiles at her.

* * *

With the two vibrators still vibrating aggressively inside the B.O.W's wet snatch. Rebecca looks at Kate's body responding more and more. The B.O.W's breathing has become heavier, her blushing has become brighter, and her eyebrows frowned a little. Rebecca smiles and takes a third vibrator, turning it on and rubs Kate's aroused clit with her further arousing her body even more.

"Hmmm I almost forgot about her ass..this should do nicely."

Rebecca grabs the anal beads on the floor and inserts it into Kate's butthole then starts thrusting them in and out the B.O.W's anus. With her ass getting assaulted by the anal beads while having two vibrators assaulting her cunt at the same time. Kate's mighty body completely gives in as the B.O.W suddenly starts making soft suffering sounds and moaning. Rebecca stops her thrusting but leaves the anal beads in the B.O.W's anus. Kate's lower body began trembling lightly from all the sexual teasing. Rebecca takes out the big vibrator from Kate's leaking cunt which is heavily soaked with her fluids and licks it clean. She grabs the wire and pulls it, taking the smaller vibrator out too which was completely drenched in the B.O.W's sexual fluids. Rebecca puts the little vibrator in her mouth to taste all the B.O.W's deepest and thickest fluid from it.

"Tasty." Rebecca said.

Finally she takes out the anal beads from the B.O.W's ass but decides not to lick it. She looks at Kate's clit which is twitching softy with her pussy drenched in thick fluid that's leaking down to her ass crack.

"I'll let your violated pussy take a break...from the toys but not from me." Rebecca said and kisses the B.O.W's twitching clit.

Rebecca slips a finger up the B.O.W's ass and starts fingering her anus. She then slips two fingers in and thrusts it in and out then quickly shoving a third finger in afterwards. Rebecca thrust her three fingers in and out of the defenseless asshole with great force. Once Kate's ass got loose enough, Rebecca shoves her entire fist up the B.O.W's butt and starts fisting her. Kate let out a groan and Rebecca moves her head to the B.O.W's cunt and starts eating her out, sucking the thick slippery fluids in the B.O.W's snatch while fisting her at the same time. Kate groan and moan as her cunt and anus gets sexually assaulted by Rebecca. Once the soldier did enough, she takes her fist out and moves her head back, having tasted enough of Kate's fluid. Rebecca moves forward and gets on top of Kate's body. She grabs the B.O.W's large breast and sucks on her nipples which were already hard due to all that's happened. After doing the same to the other breast and nipple, Rebecca moves against Kate's face and smiles at the B.O.W.

"At least you're unaware of what's happening...unlike what you guys did to me before...so consider it a merciful punishment...except for the fact that you'll probably be wondering why your ass is so sore once you wake up hehe." Rebecca whispers at the unconscious B.O.W and slips her tongue into Kate's open mouth and tongues her.

Rebecca moves her head back creating a thin line of fluid between her and Kate's mouth. Rebecca went to the sex toys again and then stares at the B.O.W's molested cunt and butt hole. Rebecca grabs a bunch of small vibrators, shoving two up Kate's ass and three into her cunt. Now a total of five wires are sticking out of the B.O.W's two private holes. Rebecca then press all the switches on the five wires causing all five of the vibrators inside to turn on at the same time. Rebecca smiles and got off the boat.

* * *

Jill moans and groan wildly as Victoria jams her fist in and out aggressively in the super soldier's snatch.

"Stop!" Jill cries out.

Victoria laughs and shoves it in and out even faster causing the super soldier to let out another wild moan.

"Please..no more..." Jill begged.

"Hehehe not so tough anymore huh." The B.O.W said and takes her fist out of the super soldier's loose wet cunt.

Jill tries to catch her breath but the B.O.W gave her no time as she moves her face in and grins at Jill's defeated cunt. Victoria starts licking and sucking on the super soldier's clit causing Jill to moan loudly. She also slips three fingers inside the super soldier's pussy, thrusting her fingers in and out as she sucks on the super clit at the same time. Jill blushes hard, making loud suffering sounds as her pussy gets assaulted by Victoria's tongue and fingers at the same time. Jill's body has already gave in long ago but her mind is also starting to give in to the sexual attacks caused by Victoria. The B.O.W laughs as Jill came hard again.

"Hah...hah..hah..hah..." Jill breathes heavily as her body has a few moments of relieve.

"Hehehe I'm not done yet you slut." Victoria threatens her.

"Wait no more please!" Jill begged.

"Oh come on don't tell me your powerful super soldier body can't handle anymore hehe."

Victoria Shifts her web silks forcing Jill into another humiliating position which causes her ass to be sticking up, allowing Victoria a easier access to it.

"This will do nicely hehe." The B.O.W laughs.

"What are you trying to do?!" Jill asked nervously.

"I'm going to play with your anus of course haha."

"Please not there!" She begged.

The B.O.W ignores her once again and licks her ass crack. Jill let out a soft sexual grunt as she felt her butt hole getting violated. After a few play licks, Victoria slips her long tongue into the super soldier's anus causing Jill to let out a painful groan as the B.O.W twist her invasive tongue inside. Jill let out another painful groan and crunches her teeth together as her body gets overwhelmed by a mix of pain and pleasure. Victoria slips her tongue even deeper in causing Jill to let out another louder grunt of pain and pleasure.

"Tasty." Victoria said as she finally pulls her tongue back out.

The B.O.W moves grabs the exhausted super soldier's head and kisses her then slips a tongue inside her mouth. With Jill not being able to focus that well anymore, her tongue reacts back as they both tongues each other.

"There we go..this is your true self, you're not a super soldier, but instead a super slut hahaha...now that I have totally humiliated you, I'm going to kill you..and then I'll go after your dear little Rebecca afterwards!"

"Rebecca, no! Don't you dare hurt her!" Jill yells, coming back to her senses after hearing that.

Jill uses all her strength to try and break the web silks causing them to weaken.

"What?! Where did all this extra strength comes from?!" Victoria said in surprise.

The B.O.W quickly releases more of her silks from her body to reinforce the webs.

"Damn it, I won't be able to break these webs now that she's reinforcing it even more, but I can't have her get to Rebecca." Jill thought to herself.

"Hahahah nice try, you did surprise me with how fast you snapped out of your slutty trance state as well as your sudden increase in strength but I'm afraid it's still no use, still a bad ending for you." Victoria laughs.

The B.O.W starts mutating her hands, turning them into sharp claws and prepares to kill Jill. Suddenly a barrage of bullets pierces through Victoria's body. Jill looks and sees Rebecca shooting with a machine gun nearby. Rebecca shoots at the B.O.W until the gun is empty then throws it to the ground. She walks towards Jill as they both looked at Victoria's body laying in a pool of her own blood.

"Thank you Rebecca, you saved me." Jill said with joy.

"Good thing I found your machine gun, I remember Kate forced you to throw it away before so I just picked it up alone the way."

"Smart." Jill replied.

"That's three times I came to your rescue now so you shouldn't worry about me getting in danger anymore." Rebecca said as she takes the combat knife and starts cutting the silk webs that's holding Jill.

"You're right, I was wrong not to trust you in dangerous situations, from here on, I'll be treating you as my equal." The super soldier said.

"Thank you." Rebecca replied.

Rebecca finished cutting most of the silks with Jill breaking up the remaining thin ones with her own strength.

"We are both going to need some cloths." Rebecca said.

"Yeah we do."

Both of them hear a sound and turns to see Victoria getting back up.

"What the hell, she's still alive even after all those shots." Rebecca said.

Victoria's body began to mutate, becoming bigger with her upper body becoming spider like and losing all of her human features this time.

"Oh shit, she looks very scary now." Rebecca said nervously.

"Now she truly looks like a monster." Jill said.

"Did you really think you could kill me just like that? Both of you should be honored to see my full B.O.W form as I rarely ever use this." Victoria laughs and screams at them, her voice sounding inhuman now.

"Jill I have the key to that truck all the way over there, I'm going to crash the truck at her but I'll need a distraction.

"Sounds like a plan, I'm going to distract her while you do that, I'll lure her back into the more open shore area so you can have a easier time hitting her." Jill said.

"You can count on me, just make sure you don't get hurt yourself" Rebecca said.

Rebecca runs towards the truck as Jill grabs the knife and prepares to fight Victoria.

The B.O.W charges at Jill who evades her attacks and counters by stabbing the B.O.W in the body. Victoria unleashes her webs towards Jill who avoids most of them while cutting the others. One of the silk managed to touch Jill's leg but she quickly cuts it before Victoria has a chance to trap her again. The B.O.W leaps towards the super soldier who dodges it again and stabs Victoria in the head. The B.O.W shrieks in pain while Jill jumps back.

"You fucking bitch, I'm going to kill you!" Victoria screams and releases a bunch of her spider minions from her body.

Jill starts retreating to the shore area while Victoria and her minions follows. Once she was in the middle of the shore, she stops and sees them a good distance behind her.

"Kill her my minions, bite her all over and make sure she suffers a agonizing death!" The B.O.W orders her minions.

The spider starts swarming Jill but she was able to cut them up one by one while constantly moving herself so that the spiders don't have a chance to surround her. Sticking with her tactics, Jill was able to kill off all of Victoria's minions in no time.

"How dare you kill off my pets like that, no matter I'll just have to kill you myself!" Victoria roars and charges forward.

Jill looks and aims carefully then throws her blood stained knife at one of Victoria's eyes causing the B.O.W to stop and let out another shriek of pain. Victoria recovers quickly and takes the knife out.

"Hahaha you just lost your only weapon by throwing it at me, sure you blinded one of my eyes but I have a lot more eyes in this forms so it seems you aren't that smart hahaha."

"Silly monster, I'm just distracting you." Jill smirks.

"What?!" Victoria said in surprise as she turns around and sees her getaway truck charging right behind her.

The truck hit the B.O.W with a decent amount of force, sending her flying and then rolling on the ground. Rebecca slows the truck down and got out.

"Good work Rebecca."

"Thanks but I got a feeling it's not over yet." She replied.

Jill and Rebecca sees Victoria slowly getting back up.

"She's pretty damn hard to kill but she's weakened now so I could probably kill her eventually with my knife." Jill said as she picks up her blade.

"No wait, I got a better and safer idea, Kate was using a rocket launcher before remember." Rebecca tells her.

"Yeah but that rocket launcher is out of ammo."

"Good news then cause I found another rocket in the back of the truck before." Rebecca said as she hands Jill the rocket.

"Perfect then, it's time to finish this." Jill said as she runs to the rocket launcher.

"I'll kill you! I'll kill you both!" Victoria screams loudly in her inhuman voice as she recovers.

Victoria starts charging aggressively towards them. Jill puts the rocket in the launcher and aims.

"No bitch, it is you that's going to die." Jill said and fires.

"Noooooooo!" Victoria screams as she realize what's going to happen.

The rocket blew Victoria to pieces in a single big blast. Her long spider legs and chunks and bits of her once monstrous body flew in all direction.

"Yay!" Rebecca yells happily and runs to Jill.

"We make a great team." Jill said.

"Yes we do!" Rebecca said as she and Jill looks at the burning remains of the monster.


	7. Chapter 7

"There's just one more thing we gonna take care of here and than we can move on." Jill said.

"Oh yeah we gonna figure out what to do with Kate now." Rebecca said.

Jill and Rebecca walked towards the big boat. Once they got to the deck, Jill sees Kate laying on the floor but the multiple vibrator wires sticking out of the B.O.W's vagina and asshole quickly caught her attention. Jill takes a closer look and sees the B.O.W breathing heavily with her eyebrows frowned with her face blushing and sweating letting Jill know that the Vibrators are all turned on inside at the moment.

"...Rebecca what the hell were you doing, you really gonna take advantage of a unconscious B.O.W like this?" Jill asked.

"Well you see...I was kinda bored waiting for you before so I went downstairs, found a box with sex toys and a grenade and decided to have my way with her..."

"My god Rebecca I never thought you would do this kind of stuff even to a enemy, You had no choice when you ate her out before in order to save me but this, this seems wrong," Jill said.

"Hey like I said, I changed over all these years...although I still try to keep my nice goody innocent front heh..but still even I'm surprise I could act like this at the time."

"Hmm you wouldn't happen to be infected with some unknown kind of virus that makes you more horny when those B.O.W raped you before right?" Jill asked with concern.

"Don't think so but I did felt a little weird after Rachel raped me."

"That bitch, I'll get her for that and we need to get you checked up and tested in the lab when we get a chance."

"No need Jill, I honestly don't think there's anything wrong with me."

"Anyway we need to figure out what to do with her." Jill changed the subject.

"We'll just tie her up or something and interrogate her when she wakes up." Rebecca said.

"Yeah but there's the problem, even if we tie her up, she can still use her hair ability, this isn't like a human prisoner nor a weak B.O.W."

"Hmmm we can contact Lex and tell him to send a squad in to take her back to their base and lock her up there while we continue on our way."

"No that's too risky for whoever's coming here...she could wake up before they come and escape or wake up on the way and kill them."

"Then what should we do, we can't just leave her here." Rebecca asked.

"I think I got the solution to this." Jill said as she picks up the grenade from the box.

"What are you gonna do with it?" Rebecca asked in confusion.

"Get back." Jill warns Rebecca.

Jill unpin the grenade and shoves it inside Kate's wet cunt then runs back.

"Oh my god!" Rebecca said and quickly runs back.

The grenade blew Kate's body up, her blood, chunks of meat, and limbs flew in the air. Kate's severed lower leg flew towards Rebecca and hits her, causing her to drop to the floor.

"Ouch..." Rebecca moans.

"Are you okay Rebecca?" Jill asked as she help her stand back up.

"Yeah just unlucky that one of her body parts managed to hit me."

"Hahahaha that's karma for you molesting her." Jill laughs.

"...Jill why the hell did you blow her up? We could have forced her to tell us a lot of information about her organization."

"Look Rebecca, getting a enemy especially a B.O.W alive is optional so we're not required to do it that's why killing her was the best course of action in this situation, now we can move on and not worry about what to do with her anymore." She replied.

"But it feels wrong, she was unconscious and wasn't a threat anymore."

"She would had been a threat once she wakes up and this is funny coming from you since you were violating her with sex toys so you can't really question my morals." Jill replied.

"Killing is worst than doing sexual stuff to a enemy and punishing a B.O.W isn't wrong cause they're monsters not humans." Rebecca said.

"Debatable, I think simply killing your enemy is more normal and respectful than trying to take advantage of them especially when they're out cold and like you said, they're B.O.W not human so killing one shouldn't even be a problem in the first place either."

"Fine...Fair enough...but you did do something else that was really bad." Rebecca said.

"What is it?" Jill asked.

"You fricken blew up all those nice sex toys haha" Rebecca joked.

Both girls laughed for a bit.

"You know Jill...your body is very pretty and I was actually trying my best not to stare at your body and have naughty thoughts about it since we were fighting for our lives before."

"Heh that's reasonable since we're both naked so it's hard not to stare and besides you got a very pretty body yourself too." Jill replied.

"It's not as good as yours, your body is more toned and better shaped, I guess being a super soldier requires you to be fit."

"Don't say that Rebecca, your body is just as good." Jill said.

The super soldier warps one of her arms around Rebecca's back and moves her head down, kissing the shorter woman.

"Jill..." Rebecca whisper and blushes slightly.

Both girls kiss, slipping their tongue against each other moving it erotically as they collide. Rebecca and Jill breathes heavier as they both get more excited and started tonguing each other more passionately. Jill lay Rebecca down and rubs her breast then sucks on her nipples while moving her other hand to finger her. Rebecca moans as her nipple and pussy gets aroused and wet. Jill thrusts her fingers faster causing Rebecca to let out a cute whimper.

"Jill...I love you." Rebecca whisper.

"Slow down Rebecca, we should just consider this as friends with benefits." Jill said.

"But I do love you Jill." Rebecca said.

"I can't love anyone anymore, I'm an experiment, a super soldier." Jill replied.

"But...ahh!" Rebecca let out a sexual sound which interrupts her as she felt more aroused between her legs.

Jill thrusts her fingers in and out faster and more aggressively causing Rebecca to let out a louder moan. Each thrust made wet slippery sounds and soon Rebecca squirts hard. As Rebecca catches her breath, Jill spreads her legs and buries her face into the girl's wet snatch causing Rebecca to moan and tremble.

"Jill don't...it's dirty down there."

"And that's exactly why I have to eat you out, to cleanse you of the evil filth those B.O.W did to you before." Jill said and sucks on the girl's pussy even harder.

Rebecca arches her back and lets out a loud cute moan as she felt Jill's pleasuring tongue do wonders between her legs. Jill moves her tongue in all directions on and within Rebecca's wet slippery snatch making sure no spot gets unmolested or rather cleansed. Soon Rebecca begins to grasp for air as her body is about to reach it's climax.

"Jill..I'm...I'm cumming!" She cries out as she came.

After catching her breath, they switch positions. Rebecca gets on top of the bigger woman and sucks on one of Jill's already turned on nipples while her other hand rubs Jill's other breast and pinches the nipple there. Jill moans and blushes as Rebecca plays with her boobs.

"These breasts were made to be milked hehe." Rebecca said as she continues to lick and suck them.

"Please be nice to them." Jill said.

Rebecca didn't listen as she sucks even harder causing the super soldier to let out another moan She rubs and pinches her other nipple aggressively while she sucks on her current one harder and Jill frowns a little and moans again. She then slowly moves her head down and licks Jill's stomach and belly button. Jill's body jerks a little as she felt tickled.

"So cute." Rebecca whispers.

She grabs and holds up Jill's leg and gave her feet a few licks to the sole before sucking on her toes.

"I wanna taste every part of your mighty super soldier body Jill." Rebecca said and starts licking her thighs.

Rebecca spreads the super soldier's legs apart and could see the wetness of Jill's defenseless pussy.

"Rebecca be gentle down there." Jill spoke softly.

Rebecca smiles and does the opposition as she savagely licks and sucks on the super soldier's clit causing Jill to gasp and moan loudly. Rebecca could feel Jill's mighty super human body trembling and quivering. She doesn't give it a break as she starts doing rapid licks to the erect clit with her tongue while thrusting her fingers in the super soldier's pussy. Jill moans and began breathing and frowning heavily as her cunt gets violently assaulted by Rebecca's playful tongue and fingers.

"For a super soldier you seem so sensitive." Rebecca teases her.

"Just because...I'm an super soldier doesn't mean ohhhh!" Her reply gets interrupted.

Jill moans and groans even louder as Rebecca increases the pressure and soon The super soldier grasp for air as her body gets overwhelmed with lust. Rebecca smiles seeing her friend's facial expression and knew her time was close. Jill held her breath and came hard. Jill catches her breath while Rebecca rest her head on top of Jill's cunt with her fingers still inside. After a few moments Rebecca takes her heavily soaked fingers out creating a long line of fluid and licks all the fluid off them. Rebecca crawls on top of Jill and kisses the super soldier's blushing face. Jill kisses back and they tongue each other again.

Jill's transmitter goes off interrupting the two.

"Damn it..." Rebecca said.

"Guess I better answer it." Jill said.

"How's everything going along?" Lex asked.

"We just managed to defeat two more B.O.W and we're about to go after the remaining ones with the pod." Jill replied.

"You seem a little out of breath, is everything alright?" He asked.

"Everything is good just finished doing something..." She replied.

"That's good to hear, I called because we might have found something that could be useful."

"And that is?" She asked.

"We gather the corpses of two B.O.W you defeated before and both of them have a small demon like tattoo on their body, it's small about one inch. See if you can find it on the other B.O.W's corpses there with you."

"Is there a specific spot the tattoo is on?" Jill asked.

"No, it seems each of these B.O.W have that tattoo on a different spot of their body at less with the two we have here."

"There's just one problem, both of the B.O.W we defeated here are blown to pieces unless the tattoo is on one of the limbs or chunks of meat that aren't destroyed. We might not be able to find it." Jill said.

"Wait I think I remember." Rebecca said and goes to double check.

She inspects Kate's severed leg and spots the tattoo on her calf.

"Yup there it is, I seen it when I was molesting her leg before but didn't pay much attention to it." Rebecca said.

"You were what?" Lex asked as he wasn't sure he heard that correctly.

"Ah I mean when I was fighting her before hehe." Rebecca said, quickly making up a lie as she doesn't want Lex to know she was molesting a B.O.W.

"Anyway Lex, what's so important about this tattoo?" Jill asked.

"Well if we can confirm that the B.O.W in this mysterious organization all have this same specific tattoo that it'll be easier to spot their agents out in the world."

"True, we track down a location that might be linked to this organization and we'll just have to find the people with this tattoo once we get there, would help for future missions against them." Rebecca said.

"Lex we're going after the pod carriers, we'll see if those B.O.W also have this tattoo on them once we defeat them." Jill said.

"The good news is from our tracker, it seems they stopped at Kaloband so it won't be too long until you reach them, they're in the abandoned hospital area."

"Perfect, I also have a small hideout there with some of my equipment." Rebecca said.

"I'll leave you two to your duties now." Lex said and hangs up.

"You have a hideout in that town?" Jill asked.

"Yeah ever since I have a contract to work for Lex's research division, I made a small place for myself in Kaloband since it's close to Lex's base of operation."

"That's good to hear, do you also happen to have some cloths there?" Jill asked.

"No but there are some army cloths from the back of their getaway truck."

"Perfect." Jill said as she and Rebecca got off the boat and went to the truck.

The two ladies dress up in army pants and tank tops before getting in the truck and drives towards the small town of Kaloband.

"What kind of weapons you got in your hideout?" Jill asked.

"A few pistols and assault rifles plus some useful gadgets, you'll see." Rebecca replied.

"I expected stronger weapons but they'll do...Lex said they stopped at the abandon hospital or at least close to it so I'm hoping your hideout isn't in the same location.

"Nope but it's close by, just a few blocks away."

"Good, it's far enough away that we can safely gear up before heading there." Jill said.

As the two got close to the town, Rebecca looks at Jill.

"Another thing I forgot to tell you Jill, there's two more B.O.W besides Rachel and Maria."

"Any ideas what kind of B.O.W they are and what they look like?"She asked.

"Never seen them transform yet, all I know is that they look like teens in their human form and they're twins and Asian.

"Crap you mean just like those two in front of us." Jill said as she and Rebecca sees them on the road ahead.

"Shit that's them, watch out!" Rebecca yells and Jill starts slowing down.

The two twins aims their rocket launcher and fires at their truck.

"Jump!" Jill yells.

The super soldier and Rebecca quickly jumps out before the two rockets blows the truck up. Jill recovers quickly and went to assist Rebecca up on her feet.

"Damn it seems they expected us." Rebecca said.

"I'll deal with them." Jill said as she takes her knife out and walks towards them.

"Jill you promise you'll trust me in dangerous situations." Rebecca reminds her.

"I know but this is something you really can't do much in, you got no weapons and you have no physical combat skills either." Jill said.

"...You're right on that." Rebecca replied and stood back.

The two girls walks towards Jill as well and then strips all their cloths off.

"Young girls shouldn't be stripping naked like sluts." Jill lectures them.

The twins smiles and starts transforming, growing taller with their hands becoming claws.. Their skin turns blueish with their hair becoming white and longer. They kept their cute young faces with their body becoming more toned and better shaped with better curves, larger breast and ass.

"Impressive, you gave yourself better bodies, shame it also turns both of you into monsters." Jill smirks at them.

"Fuck you bitch! What did you do with Kate and Victoria?! Answer me!" One of the twins yells.

"I killed them both with no regrets." Jill said.

"You fucking bitch!" One of the twins yells and rushes towards the super soldier.

Jill and her fought evenly, her knife parries with the B.O.W's claws. She was eventually able to get a slight advantage by doing a surprise jump right after she parry and kicks the B.O.W in the chest sending her back. Jill suddenly gets attacked on the side by the other twin which sends her to the ground as well.

"I don't need any help Ying, she's mine!" The B.O.W tells her sister.

"No! I won't stand by and let you have all the fun Yang, her killing Victoria and Kate was the last straw, now I'm going to make her pay too!" Ying said.

"You're right sister, we'll make her pay together, for killing our friends!" Yang replied.

"Very touchy, but let's just get this over with." Jill said as she gets back up.

The B.O.W sister circles around the super soldier trying to confuse her. Jill remains focus as she tries to keep track of them. Both of them dash towards Jill at the same time. She was able to parry and dodge their claws but their kicks were able to land on her causing Jill to fly towards the ground. She quickly gets back up and sees Yang dashing towards her while Ying lunges towards her from the air at the same time. She parries one of their claw but the other one managed to scratch her causing her to bleed and take a few steps back. Ying gave her no time to prepare as she dash and kicks the super soldier while Yang launches her own kick from the side. Jill rolled against the floor with great force. She recovers and wipes the line of blood coming from out of her mouth.

"What's the matter, aren't you suppose to be the famous B.O.W Slayer. you don't seem so tough." Yang taunts her.

"As long as we are together, there's nothing we can't overcome sister." Ying said.

"Damn they are extremely fast and skilled, I really can't handle both of them at once." Jill thought to herself.

"Leave her alone!" Rebecca yells as she comes in front of Jill with a broken metal piece from the destroyed truck.

"Rebecca no! Stay back!" Jill yells.

But it was too late as Ying dash towards Rebecca at great speed and lands a straight kick on her, sending her flying over twenty feet back.

"Ha this foolish human really thought she could do anything with a piece of metal." Ying said.

"Good work sister!" Yang claps.

Jill rushes forward and tries to strike at Ying but she quickly jumps back while her sister dashes at Jill from behind, kicking her in the back which knocks her out.

"Good kick sister."

"Thanks now let's finish this bitch and avenge our fallen comrades."

Suddenly the truck they drove before arrives and interrupts them. Rachel gets out and walks towards them.

"What the hell are you doing here, shouldn't you and Maria be guarding the pod back at the hospital?" Yang asked.

"Maria is guarding the pod now, I came to check up on you two in case things aren't going smoothly." Rachel replied.

"As you can see, we didn't need your help, we defeated Jill and we're going to kill her right now."

"That's too easy, we should take her back to the hospital and have our way with her first, after all giving her a swift death would be a waste, wouldn't you two think?" Rachel tries convincing them.

The sister looks at each other and thinks for a bit.

"Alright you do have a point, we'll bring her back and torture her first." Yang said.

"Good idea, I like it hehe after all she won't even be aware or feel anything if we kill her at her current state, I want her to be awake and feel every bit of pain!" Ying agrees too.

"What should we do to the human over there?" Yang ask.

"I gave her a pretty good kick, she should be dead or at least very injured, after all she's just a human and a weak one too." Ying replied.

"Alright let's get going." Rachel said.

The three girls enter the truck, bringing Jill with them. After they drove away, Rebecca gets back up.

"First I get horny so easily and now I seem to be more durable, could Rachel's rape have giving me this ability too?...maybe it's just my imagination, I probably just got lucky." Rebecca thinks to herself as she recovers so easily.

She starts walking towards the town on foot which is close by and would probably only takes her around fifteen minutes to get to her hideout.

* * *

A short while later. Jill woke up naked, standing, and in chains. Her legs and arms chained up and spread out in a X shape.

"You managed to wake up pretty damn quick and your claw wounds healed already, no doubt because of you being a super human." Rachel said.

Jill looks and sees Rachel in her human form.

"Rachel...what's your game here, are you actually happy being a slave to this organization, the so called demons of Lilith, you were once human and then horribly murdered and became a near mindless monster, now you are given a second chance by becoming somewhat sane again which rarely happens to someone that becomes a B.O.W. You have all the chances to leave this organization." Jill tries to reason with her.

"Heh what I want and what I am trying to do is none of your concern, and the demons of Lilith were the ones to make me sane again and allowed me to control my human and B.O.W form almost perfectly."

"You clearly still have B.O.W influence in your mind, you're not fully cured yet. If you leave this organization and seek help, you'll be cured from all the B.O.W influence eventually, I know people that could help you." Jill said.

"Hehe hahahaha!...maybe I don't want to be fully cured, maybe this is my true self all alone, maybe this is what I always wanted, have you ever thought about that hehe." Rachel said.

"I see...I tried reasoning with you but it seems it's useless." Jill said.

"It is Jill." Rachel said as she kisses Jill.

"Don't you dare try anything sexual on me, I won't be humiliated again!" Jill yells.

"Hahaha are you sure about that." Rachel grins at her.

Rachel strips herself revealing her cock surprising Jill.

"You got a cock?!" Jill said in surprise.

"Surprise hehe...thanks to this, I was able to confuse the T-abyss virus when it infected me which was why I was a unique monster back then."

Rachel jerks her cock and moans causing it to erect after a dozen strokes growing much bigger, thicker, and harder.

"Oh my god...it's so big." Jill thought nervously to herself.

"Hehe from your facial expression, I can tell you're worried so don't even try to act tough but you know what, your body is going to enjoy it a lot, I can tell" She whispers seductively at Jill.

"Stop, don't do it!" Jill yells at her.

Rachel laughs and walks behind Jill, grabbing her boobs, squeezing and rubbing them, massaging her nipples. At the same time, Rachel kisses the super soldier's neck and slowly tries to arouse her. Jill starts getting a little aroused from her rubbing and neck kissing but let out a soft gasp as she felt Rachels massive cock touching her ass.

"No stop!" Jill screams in fear.

"Don't worry I'm not putting it in...yet haha, I want to taste and feel a super soldier's body."

Rachel starts licking her butt hole causing Jill to gasp.

"What a cute ass hole, it's twitching with every lick like it's begging to have something big inside hehe."

"No please." Jill begged.

Rachel began rubbing lubricant on her massive cock as well as on Jill's ass, preparing to insert her big friend in.

"Wait Rachel, I'm sorry about attacking you way back but you left me no choice back then."

"Hahaha I'm make it clear that I am not mad at you, not then and not now, I'm just doing this for fun." She laughs.

"But..."

Before Jill could answer, she felt a massive thing going up her ass causing her to groan loudly. Rachel laughs and squeezes both of Jill's breasts while she thrust her massive cock in and out of the super soldier's anus. Jill frowned and blushes at the same time due to the overwhelming pain and pleasure Rachel is giving her. Jill let out sexual groans with each thrust from the big cock.

"Let's see how much your super human body can take hehe." Rachel laughs and thrusts it in and out faster and harder.

Jill moans and groans wildly as her drooling mouth opens wide,gasping for air. Each shove rocks her super human body with great pressure. Rachel moves one of her hand up, sticking her fingers into Jill's open month and pressing them against her tongue. Jill reacts back by licking Rachel's fingers while her ass gets piped hard. Jill's loud suffering sound can be heard echoing through the abandon hospital. Rachel starts blushing, frowning and moaning too with her massive cock trembling as she's about to climax. Jill losing focus as her super human body was useless against such a powerful sexual assault. Rachel closes her eyes and frowns as she's about to unload her juice. She moans loudly as she releases a massive load into Jill's anus. Rachel pulls her twitching cock out of Jill's ass releasing a big load of semen to the floor. Both girls catches their breath for a bit.

"Oh my...your ass hole got a lot bigger hehe." Rachel chuckles in a exhausted tone.

"Fuck you..." Jill said while also exhausted.

Rachel grabs a step stool and went in front of Jill. Rachel steps on it allowing her to position her massive cock on Jill's face.

"Come on suck it." Rachel taunts Jill as she rubs her massive cock against Jill's face.

Jill tries to resist by not opening her mouth so Rachel gave her a kick causing Jill to let out a grunt and opened her mouth. Rachel shoves her huge cock in and placed one of her hand behind Jill's head, forcing the super soldier to give her a blowjob. Jill still tried to resist but soon finds out she actually enjoys the taste and feel of Rachel's massive meat.

"You're...giving me a pretty good blowjob you know..are you sure you don't like it." Rachel said as she blushes and moans due to the wonderful blowjob Jill is giving her.

Soon Jill began to purposely blow Rachel's massive cock more aggressively, sucking on it harder perhaps as a way to get back at her. Rachel moans and breathes heavily as Jill is forcing her cock to a climax sooner than Rachel expected. Loud wet sounds are heard as Jill kept blowing Rachel. Rachel moans loudly and held her breath as she cums hard, releasing another load of semen into super soldier's mouth. Jill's mouth was completely filled with her slimy white fluid forcing herself to drink them. Rachel pulls her huge twitching cock out which is leaking semen to the floor. Both girls catches their breath for a minute.

"My my your pussy is so wet...so you did secretly enjoy having your ass raped as well as giving me a blowjob, don't worry I'll be doing more to you hehe." Rachel laughs.

"Oh no..." Jill thought to herself.

A few blocks away, Rebecca finally comes out of her hideout fully geared up with her gadgets and heads towards the hospital.

"I'm coming to save you Jill, hang in there."


	8. Chapter 8

"Rachel!" Ying yelled as she and Yang enters the room.

Rachel stops what's she's doing and faced the twins.

"Can't you two see I'm in the middle of something here?" Rachel said.

"Yes we know, but aren't we suppose to torture this bitch? I mean that's the reason why you suggest we capture and keep her alive a bit longer in the first place right?" Yang said.

"As you can see, I'm torturing her just fine here hehe." Rachel said.

"Violating her is nice and all but we felt it's not harsh enough, we're thinking more about slicing her with our claws, slowly cutting pieces of her flesh away and letting her die a slow and painful death." Ying said and licks her claw.

"Do your worst, I'm not afraid of any of you!" Jill tells them, showing no fear at her threats.

"Why this fucking bitch, I wanna kill her right now!" Ying yells and steps forward.

"Yeah she...she killed Victoria, Kate, and the others! We should just do what my sister suggest and slice this bitch up slowly and since when do we take orders from you Rachel, you're an newcomer, we're not!" Yang yells also stepping forward.

"Hahahhaha oh I never gave you any order, I'm merely correcting you because I think you girls think way too simple." Rachel replied.

"What do you mean?" One of them asks.

"You two are still young so you think causing physical pain is the best way to torture someone...but it's not cause that's the most basic and simple way." Rachel tells them.

"And why is that?!" Yang asks.

"Because it's not about the physical pain, it's about the mental pain...when I'm violating her. I'm degrading her, I'm breaking her spirit, think about it, a super soldier who is well known to be unstoppable getting captured, stripped and raped by the same enemies she was order to stop. Isn't that more humiliating than simply just causing her great physical pain until she dies." Rachel tells them calmly.

"Now that I think, you do have a point." Ying said as she likes the idea.

"Of course I do so let me do what I need to do and when I'm finish with her, you two can end her life in whatever way you want, sounds good?" Rachel tells them.

"Yeah..yeah that sounds okay." Yang said as she looks at Ying, both nodding their heads in agreement to Rachel's suggestion.

The two girls steps back, walking to the far side of the room and watches Rachel and Jill.

Rachel focuses back on Jill, getting close to her.

"Heh aren't you glad I saved you there." Rachel smiles at the super soldier.

"Hardly, considering they're going to kill me afterwards anyway. All you're doing is making me suffer longer you monster." Jill replied.

"Not really, there might be some hope for you." Rachel whispers.

"What do you mean hope?" Jill asks in confusion.

"You see Jill, I know your partner Rebecca is not only alive but is also completely okay and if I have to guess, she's probably on her way here as we speak." Rachel said.

"How do you know for certain? That kick Rebecca took from one of those girls would have seriously injured her." Jill said.

"Hehehe than you'll be happy to know I infected her with something that makes her more durable when I raped her before." Rachel tells her.

"You fucking evil monster! So you did do something to her! I swear if you hurt her!" Jill respond angrily.

"Relax, the stuff I infected her with merely made her more durable, you won't have to worry about her turning into a monster or a zombie, or anything like that." Rachel said, calming her down.

"Still I'll make you pay eventually for violating her." Jill warns Rachel.

"Without me raping her before, she would had been seriously injured so I'll say the trade off is more than fair, wouldn't you say." Rachel said.

"...Damn you...fine as much as I hate to admit it, i own you her life even if it pains me to say it." Jill said.

"Not just hers but yours as well hehe." Rachel replied.

"Wait..are you saying you're going to save me?" Jill said.

"Keep your voice down Jill, You want them to hear us or what..and yes I'm gonna free you once the time is right." Rachel tells her.

"So you really are working against this B.O.W organization after all Rachel, that's a relief to hear, we'll have a easier time taking them down now with you on our side since you can infiltrate their HQ and give us some inside details on them. " Jill replied with joy.

"Hahahaha don't get your hopes up, I'm not on your side, my allegiance is still with the Demons of Lilith, I just want to get rid of those two twins so me and Maria would be the only survivors on this mission. Mistress Lilith would surely be impressed with me and Maria being the only ones that made it back especially since we are newcomers and would promote and reward us greatly for it hahaha. " Rachel tells her.

"I see.. so you just have your own selfish evil agendas after all, how unfortunate, was expecting you to be better than this.: Jill said with disappointment.

"Oh stop that stupid morale talk, nobody is perfect so don't try to judge." Rachel said.

"Well it doesn't really matter as long as you can free me and help me defeat these two right now." Jill said.

"Oh I'm not gonna help you in this fight, I'll rather see how you and Rebecca are going to defeat them, would be way more amusing to me hehe." Rachel said.

"What?..I don't get your way of thinking Rachel, you said you want them eliminated so wouldn't you helping me further guarantee that goal? " Jill said.

"Let's just say I rather have things be fun and interesting rather than easy and boring." Rachel replies.

"Hey what are you two whispering about?" Ying asked.

"I'm just taunting her hehe." Rachel lies to them.

"Well can you hurry it up, we are waiting to see you humiliate her so we can kill her afterwards and get it over with." Yang yells as she and her sister starts getting impatient.

"Hurry up and free me." Jill whispers to Rachel impatiently.

"Hahahaha silly girl I did say I was going to free you but only at the right time. I'm still not done with playing around with you yet." Rachel laughs.

"No you already had your fun, I demand you to release me at once!" Jill replied angrily.

"How about no, your super slutty body can use a bit more abusing heh." Rachel smiles.

"Why you arggh!" Jill gets interrupted as she felt Rachel pinching her nipples.

"Be quiet while I have some fun with you now." Rachael said while she rubs the super soldier's large breasts and nipples.

Jill blushes but forces herself not to make any sounds. Rachel rubs and squeezes her breasts even harder causing Jill to frown as she struggles to concentrate.

"Your sexual defense is pretty weak you know, I can see and feel how hard your nipples are already just from some playful rubbing."

"I won't give in to you again!" Jill said while blushing and being unable to even keep a straight face.

Rachel pinches both of Jill's erect nipples causing her to let out a sexual sound and to shut her up. She moves her lips against her mouth and kisses her aggressively surprising the super soldier. With Jill distracted a little, Rachel moves one of her hands to Jill's pussy and starts fingering her. Jill made a quiet grunt and blushes more as she felt Rachel's fingers thrusting in and out of her snatch creating soft wet sounds. Jill's resistance fell as she gives in to the pleasure and starts moaning quietly. Rachel slips her tongue inside her mouth and the two began to tongue each other. Jill's pussy starts getting extremely wet as Rachel continues to sexually molest her.

"Let's have a taste of these beauties." Rachel laughs.

She moves her head down and starts licking the super soldier's erect nipples causing Jill to let out a soft sexual whimper.

"Damn you..." Jill said softy.

"Hahahaha, it's obvious you're enjoying it." Rachel taunts her.

Rachel moves her head down slowly, rubbing her mouth along Jill's stomach before arriving in front of the super soldier's wet and leaking snatch.

"So goddamn wet down here already hehe, and yet you still tried to pretend like you don't enjoy it." Rachel said.

"Shut up don't..don't think for a second...that I enjoy it just because my body is reacting to it you bitch." Jill replied while breathing heavier.

"Heh that's where you're wrong my dear, cause your body is the one that knows your true feelings and right now it's just begging for more haha." Rachel laughs.

She flicks Jill's erect clit with her finger causing the super soldier to let out a sudden gasp.

"Sto..stop it!" Jill begged.

Rachel ignores her and starts rubbing her Jill's clit playfully causing her to moan and her cunt to quiver. The super soldier blushes more and starts breathing heavily as Rachel sexually teases her most sensitive spot. Rachel moves her mouth against her snatch and suck on the super soldier's clit which causes Jill to let out a loud sexual groan and her body to quiver. Rachel smiles as she sees the super clit twitching. Rachel starts aggressively licking and sucking the super soldier's twitching pussy. Jill moans and her whole body trembles from Rachel's sexual violation.

"Sister, watching Rachel do that to Jill is getting me so turned on." Ying said.

"I agree...maybe we should do something to each other too while we watch them, not to mention we're naked anyway." Yang replied.

The two young B.O.W wrap their arms around the other and began making out. Kissing each other passionately and rubbing their breasts against one another. Rachel wraps her arms around the super soldier's powerful thighs and began eating out her cunt even more aggressively creating even louder wet squishy sounds as her cunt starts leaking out the sexual fluids even more. Jill moaned uncontrollably as Rachel's talented tongue and mouth completely dominates her defenseless sopping wet pussy. Rachel moves her head up and down, licking her drenched labia and slipping her tongue deep within the wet twitching cunt making sure no area of the super soldier's pussy was unmolested. The super soldier let out a moan as she reached a climax. Rachel moved her head back and the two relaxed a little, catching their breath for a few moments. Ying and Yang were on the floor now rubbing their body against each other.

"Would you look at that, those horny teens are so turned on just by watching me violating you Jill hehe." Rachel said as she watched them.

"You...you're all monsters." Jill struggles to say as she's breathing heavily.

Ying lay on the floor and Yang gets on top of her, positioning themselves before moaning as they eat out each other's pussy. Rachel stood up and starts jerking her already big and hard cock, getting ready to shove it inside the super soldier.

"What?!..I..I thought you were done with me." Jill said nervously.

"Hehe don't tell me you thought me eating you out was enough, can't end it without me fucking you silly you super slut haha." Rachel laughs at her.

"You fucking bitch!" Jill said angrily.

"Good Jill get mad, get as mad as you want cause you'll lose that tough girl attitude once I do this." Rachel tells her and smiles.

She shove her massive cock inside the super soldier's wet slippery snatch causing Jill to let out a loud painful groan. Rachel shoves her huge cock in and out mercilessly causing Jill to frown, moan and making loud painful and sexual sounds. Rachel smiles evilly as she fucked Jill's ass before but is now fucking her pussy too. The super soldier's body shakes with her large breasts bouncing every time Rachel thrust her monster sized cock in.

Nearby Ying and Yang was also reaching their own climax as they rub their wet leaking cunts against each other, spreading and mixing their sexual fluid. Loud wet sounds are heard as Rachel continues to brutally fuck Jill with each thrusts. Jill was starting to lose her mind due to the mix of extreme pain and extreme pleasure she was getting assaulted with. Her mind starts breaking and her body has already given in. Rachel grins at the sight of Jill's torment and her loud suffering cries. Both times she was able to turn the powerful super soldier into a helpless crying girl. Jill continues to moan loudly with the hard fucking and Rachel also starts to lose control too as she began frowning and blushing herself. Rachel wants to fuck the super soldier more but her huge aroused cock has reached it's limit and Rachel frowned hard as she tries to concentrate.

"I..I'm...I'm cumming!" Rachel struggles to say the words.

Rachel unleash a huge load of semen into the super soldier's cunt as they both moan loudly. The huge amount of semen was too much for Jill's cunt to handle as some also blast out of the her pussy during the massive unload. Rachel pulls her massive cock out and a load of semen drips out of the super soldier's defeated cunt. Rachel's massive cock still twitches and continues to squirt out semen in the air causing Rachel to moan.

"Hah...hah...hah...hah.." Jill breathes heavily.

"Hah..hah...hah...hah..." Rachel breathing just as heavily after that wonderful experience.

The B.O.W sisters were also catching their breath from their own climax nearby. Rachel gets close again and kisses Jill in the lips.

"You...you were wonderful Jill." Rachel whispers.

"Rachel!..It's about time we kill her." Ying said weakly being a little out of breath too.

"It was fun watching you violate her like that but my sister is right, let's just kill her now, I don't want any chance of her escaping." Yang said.

"Don't worry you two, she won't escape and I'll make sure of that by killing her soon." Rachel tells them.

"Soon?!" No we kill her now, have you seen all those movies where the protagonist somehow ends up surviving and escaping just because the bad guy kept delaying things?" Ying yells.

"Yeah let's not take any more chances, we end her right here and now!" Yang yells and agrees with her sister.

"Oh my, are you two suggesting that we are the bad guys here?" Rachel asks.

"Ahh...no that's not what I was trying to say, I was just giving you a fucking example." Ying replied.

"You know what, fuck this, Rachel you have subtlety been trying to act like you're above us when you are the newcomer, this debate is over, we're killing her right now!" Yang screams and starts walking towards Jill.

Suddenly a alert sound went off surprising Ying, Yang, and Jill. Ying quickly went and look at the monitor on the wall.

"Rebecca!" Jill said excitingly.

"What the fuck?! It can't be, it's that lady I kicked before, how is it possible that she recovered that quick?!" Ying yelled in surprise.

"Yeah you gave her a really good and powerful kick sister, it's weird how a fragile looking human lady could recover that quick." Yang said.

"She's probably a super soldier herself which makes her very dangerous, might require both of you to take care of her." Rachel said.

"We'll make sure she stays dead this time, we're gonna fucking beat the shit out of her and cut her up!" Ying yells.

"And Rachel you better kill Jill instead of toying with her, if she's still alive when we get back than we might just harm you too." Yang threaten her.

"Hehe don't worry, she'll be more than dead." Rachel replied.

The twin B.O.W sisters walks out of the room leaving Rachel and Jill. They both remained quiet for a bit waiting until the B.O.W went a good distance away.

"See Jill, I wasn't lying, your Rebecca is completely fine and it's all because of me fucking her before hehe." Rachel said.

"You have to release me, Rebecca won't stand a chance against them, especially both of them, she's not a fighter." Jill said.

"I did say I was going to release you but a part of me is curious to see how well your Rebecca will do against them on her own hehe." Rachel said.

"You fucking bitch, you fucking release me right now!." Jill yells.

"Hehe calm down I was just messing with you, I'll be releasing you right now." Rachel said and releases Jill from her restraints.

Jill took a moment to adjust herself, trying to walk property after being fucked hard in the ass and pussy by Rachel before.

"Remember Jill, this doesn't mean I'm on your side, and looks like you can barely walk after I fucked you heh." Rachel smiles at her.

"I know...I know." Jill nods.

Jill quickly lands a left hook on Rachel's face knocking her out and sending her body crashing to the floor. She then kicks Rachel a few times and grabs her hair, lifting her body up.

"Bitch! That's for violating Rebecca and violating me! I'm only sparing you because you did help out even if barely!" Jill yells and spit on Rachel's unconscious body.

Jill walks out of the room and looks around.

"Shit this abandon hospital is like a maze, which way did they went?" Jill wonders.


	9. Chapter 9

While Jill starts randomly looking around. On another part of the hospital, Rebecca is also looking around for Jill.

"Crap, I'm fully loaded with weapons and gadgets but finding the B.O.W and Jill would be the hard part. And I gonna be ready in case I encounter one of those B.O.W. I just hope I'm not too late to save her." Rebecca thinks to herself.

She takes out a strange looking mine from her backpack and placed it in the hallway.

"This mine is going to come in handy if the situation calls for it and this hallway seems to be a good spot to place this in." Rebecca thinks to herself as she sets it up.

She continues onward and eventually made her way into a large room with a bunch of tables and multiple doors that leads to multiple other hallways.

"Great more paths to choose." Rebecca sighed.

Suddenly Ying walks into the room from one of the door, surprising Rebecca.

"Hold it right there!" Rebecca yells and aims her pistol at her.

"Well well well if it ain't the super soldier's little sidekick." Ying said.

"Where's Jill?!" Rebecca asks.

"I'm not telling you hahahaha!" Ying laughs at her.

"Tell me right now or else!" Rebecca warns her.

"Or else what?" Ying said and starts walking closer.

"Or. else I'm going to shoot so stay back!" Rebecca continues to warn her.

"Go ahead and shoot little bitch, that is if you have what it takes." Ying taunts her as she continues to walk closer.

"No stay back!" Rebecca yells and takes a few steps back herself.

"Come on I dare you to shoot, In case you didn't know, I was the twin that gave you that brutal kick haha." Ying laughs at her.

Rebecca shoots the floor in front of Ying's foot causing the B.O.W to stop.

"Ha I knew you didn't have the guts to shoot me directly." Ying said.

"Behave yourself kid or the next shot is going to land on you instead." Rebecca threatens her.

"I'm in my mid teen so don't call me a kid you fucking bitch!" Ying yells at her.

"Still a kid especially with how immature you're acting." Rebecca tells her.

Yang rushes from the side and kicks Rebecca, sending her body crashing against the wall and dropping her pistol in the process.

"Ying what the hell are you doing taking risks like that?!" Yang yells at her.

"I was having a little fun, you can easily tell this bitch is soft and doesn't really wanna kill." Ying tells her sister.

"Still be more careful, she could had panic and shot you in the head, I don't want any harm done to you." Yang said and kicks Rebecca's pistol away.

"I could have dodged it if it comes down to it." Ying replied.

"You could have but I still don't want you being so reckless, mom and dad are gone so I can't afford anything to happen to you too, we only got ourselves now and the Demons of Lilith." Yang said and puts on hand on Ying's face.

"Shame on you two, I didn't hesitate to shoot because I'm soft, I hesitated because you are still young, teen girls at your age are easily manipulated and influenced by evil when you mix in with the wrong people." Rebecca said as she gets back up.

"Oh? is that so? Go on please." Yang said.

"Don't you realize the Demons of Lilith is a evil organization with many bad agendas, they are using you two as pawns, you two are orphans just as I guessed. The Demons of Lilith sees that you two have lost your parents and have took advantage of that, they have tricked you two into accepting their viruses and turned both of you into bio weapons." Rebecca tells them.

"Don't speak about our parents you bitch and we didn't get tricked, we chose to join and become something more than humans after we lost everything. You can't possibly understand us!" Yang yells at her.

"Listen to me, you two were tricked whether you want to believe it or not, you're both still young so I'm giving you a chance to change. Please understand that we aren't the bad guys here. Come with me and I can find a way to help you, turn you back into humans and cure you of the B.O.W influences." Rebecca tries reasoning with them.

"Hahahahaah now why would we want to cure ourselves, we live longer, we're stronger, faster, and sexier than any normal human." Ying laughs.

"I can't believe she's trying to make such a pathetic attempt at trying to get us on her side." Yang also laughs.

"All that power you get by becoming a B.O.W comes at a price, you start losing your humanity more and more, can't you see that?" Rebecca said.

"So what, I say fuck humanity, they are the ones that caused the most harm in history anyway, they are the ones responsible for mom and dad's deaths!" Ying yells.

"Enough of this, I say we start teaching this bitch a lesson here." Yang said.

The two B.O.W walks towards Rebecca and as they get closer and closer, Rebecca realize just how small she is compared to them as she nervously looks up at them.

"You call us teen girls eh, well we're much taller than you little bitch." Yang said.

"And you mock us by saying we are easily influenced?! Easily manipulated?!" You think we're stupid?!" Ying yells.

"No no that's not what I meant, I meant you chose the wrong path but since you're both still young, you can easily change and live back a normal life." Rebecca continues to reason with them but is starting to get a little worried.

"Shut the fuck up!" Ying yells and smacks Rebecca.

"I say we brutally beat this little bitch up for dissing us, what do you say sister." Yang asks.

"I say we should, unlike Jill, we can actually afford to take chances and toy around with this little bitch haha." Ying said as she rubs her claw at Rebecca's cloths scaring her even more.

Rebecca realize just how bad of a situation she has gotten herself into by trying to reason with them. The two teenage B.O.W easily towers over Rebecca's body as she doesn't even reach their shoulders. Rebecca being only five foot three inches only reached up their breast and she had shoes on while the two B.O.W are barefoot. Rebecca admires their tall sexy blueish skinned body with their long pretty white hair. Their breasts are bigger, their legs are longer, their curves and ass were bigger and better shaped with a more toned up body. They are beautiful and powerful but unnatural and Rebecca now fully realize that these aren't the innocent teenage human girls anymore but rather dangerous monsters no matter how pretty they may look.

"Jill was right, I can't treat them like humans anymore, I have to view them as monsters, as a threat, I can't let their young age cloud my judgement on them." Rebecca thought to herself.

Rebecca wipe the fear away from her face as she is determine to defeat them with any means necessary. She quickly drops a decoy grenade which creates some sparking sounds causing Ying and Yang to jump back in fear. This gave Rebecca time to rush to her pistol while they are distracted with a fake grenade. Rebecca starts shooting at them but they were able to notice this and dodged her shots.

"Fuck that's what I get for having bad aim." Rebecca thought to herself.

Rebecca realize she has to change plans quick so she swiftly drops a flash grenade and look the other way. The flash blinds the two B.O.W sisters temporarily.

"Damn that bitch!" Ying yells.

During the short time she has, Rebecca quickly moves behind them and takes out her dart gun. She shoots a sleep dart at Ying's left butt cheeks and hides behind a desk. When the flash cleared and the two B.O.W regained their sights back, Rebecca was nowhere to be seen.

"Fuck where she go?!" Yang screamed.

"She became a totally different person suddenly, what the fuck happened?" Ying asks not even noticing the sleep dart on her butt.

"Not sure but we had her cornered before, we shouldn't had underestimated her. I'm guessing she escapes down one of those hallways." Yang replied.

"We should split up and look for her..." Ying said but feels extremely sleepy suddenly.

Before she even realized what happened, Ying let out a soft moan and went limp, falling to the floor.

"Sister, what happened?!" Yang yells in concern and went to her.

Yang tries to wake her sister by shaking her but it proves to be useless.

"Ying! Ying! answer me what's wrong?!" Yang yells and panics.

Rebecca quickly load a explosive dart into her dart gun. She knew she should shoot them while she has the chance but still felt sorry for them and decides not to shoot.

"Put your hands up!" Rebecca yells as she got out of the table and points the dart gun at Yang.

"What?! You didn't escape and was actually hiding behind us this whole time and what the fuck did you do to my sister?!" Yang yells.

"Your sister will be alright, she's just going to be asleep for awhile." Rebecca tells her.

"Damn you..." Yang said, finally seeing the dart on her sister's ass.

"Now tell me everything you know about the Demons of Lilith and surrender yourselves and both you and your sister will get out of this unharmed." Rebecca said, giving her a choice.

"Heh so I see you're still soft." Yang said.

"Don't push your luck, I only had one sleep dart and that's stuck on your sister's ass cheek, the dart I have loaded right now is a explosive dart which will kill you if it lands." Rebecca warns her.

"You're just bluffing bitch!" Yang yells.

"Would you like to test it and see if I'm really bluffing or not, maybe I can even shoot at your sister instead." Rebecca said.

"Wait! Don't!" Yang begged as she doesn't want to risk her sister's safety.

"Then just surrender and everything will be alright, I promise!" Rebecca tells her.

"...fine I'll surrender." The B.O.W said.

Yang suddenly dashes forward surprising Rebecca. The B.O.W managed to kick the dart gun just as Rebecca pull the trigger causing the dart to miss Yang and blow up at the wall instead. Yang smacks Rebecca causing her body to roll across the room. The B.O.W walks towards her and grabs her backpack, throwing it across the room and making sure Rebecca won't be pulling out any more surprises.

"You little sneaky bitch with your stupid gadgets, You're nothing without them!" Yang taunts her.

"Shit...I messed up I thought she would actually surrender. Shouldn't known she won't." Rebecca thought to herself.

The B.O.W sharpens her claw and gets ready to stab Rebecca but Jill suddenly comes in and kicks Yang to the side.

"Jill!" Rebecca yells with joy.

"I'm happy to see you too Rebecca, I was able to find your location quick due to the explosion sound." She said.

"Ha than I'm glad me missing that shot wasn't in vain." Rebecca replied.

"No! It can't be! How the fuck did you escape?!" Yang screams in anger and surprise.

"Let's just say I have my ways, and it seems you're alone now seeing as your sister is obviously out of this fight." Jill said as she sees Ying snoring on the floor.

"I'll still be able to kill you by myself!" Yang yells and charges at Jill.

Jill dodges a few of her claw swipes and lands a good kick at her chest sending Yang flying back.

"Stay out of this Rebecca, I'll handle the rest from here." Jill tells her.

"You got it." Rebecca replied

Rebecca understands she can't really help Jill in this situation as she'll just get in her way. She grabs her backpack and takes out a few more things. Yang gets back up and jumps towards Jill who easily evades her and kicks her on the side sending her rolling across the floor. Yang gets back up again and jumps against the wall than dash towards Jill rapidly but the super soldier sidestep to the side and kicks the B.O.W, sending her body slamming against the wall.

"Jill looks like she's winning the fight already but still I feel so useless just watching." Rebecca thought to herself.

Rebecca went to Ying's body and pulls out the sleep dart then smacks the unconscious B.O.W's ass.

"Good thing I put this one to sleep or else Jill wouldn't be able to win against both of them together." Rebecca said.

Yang managed to get the upper hand in the battle and stuns Jill with a slap then kick her against the table.

"Crap looks like it's not as one sided for Jill as I hoped, Yang seems to be fighting much harder no doubt due to wanting to protect her sister...that's right her sister! If I can do something to her sister than Yang will surely get distracted giving Jill the advantage." Rebecca thinks as a dirty thought came up on her mind.

Rebecca rolls Ying on her back and gets behind her then pulls her arms up, lifting her upper body off the floor a little and sat down allowing the unconscious B.O.W's upper body to rest on her. Rebecca wraps her arm around and starts rubbing Ying's boobs and kisses her neck and face. Rebecca can feel how nice and firm the B.O.W's breasts are as she rubs them more rapidly and squeezes the nipples. Ying kept snoring and Rebecca smiles seeing how comfortably the B.O.W was sleeping.

"I'm sorry for molesting you but I need to do this in order to distract your sister...or maybe that's just a excuse hehe." Rebecca said and plays with the B.O.W's breasts even more.

Jill and Yang were evenly matched again as they dodge and parry each other's attack. But after a few moments, Yang finally noticed what Rebecca was doing to her sister.

"What the fuck are you doing you pervert?!" Yang yells.

Jill took this chance and gave Yang a good punch in the face causing her to stumble back and drop to the floor.

"You should be more worry about yourself right now." Jill said.

"Fuck you!" Yang yells and gets back up.

"This tactic feels so wrong but it's working and that's all that matters." Rebecca said.

She gets back up and spreads Ying's legs, moving her mouth between her thighs and began licking the unconscious B.O.W's moist twat. She teases Ying's clit with her fingers while licking her cunt at the same time quickly getting it wetter and wetter.

"Come on is that all you got? You may be really powerful when you work together with your sister but you girls are just a pushover when it's one of you." Jill taunts Yang.

"Don't you underestimate me bitch!" Yang yells.

The B.O.W dash towards Jill and the super soldier tries kicking her but the B.O.W evades and kicks Jill sending her to the floor this time.

"Come on Jill, don't let her beat you!" Rebecca cheers from the side and then continues to eat out Ying's wet and aroused cunt.

Jill gets back up just as Yang jumps next to her. The super soldier tries punching her but Yang ducks quick and lands a swipe kick, knocking Jill to the ground. Yang then slams her claw down hoping to end the fight but luckily Jill was able to roll to the side quick, dodging it and kicking Yang back.

"She has the obvious reach and height advantage and probably a bit faster than me but I got the skill, experience, and strength advantage, still I can't underestimate her." Jill thought to herself.

Yang dash against Jill and both of them lands a kick at the same time, parrying each other. Yang tries punching Jill with her claw hand but Jill moves her head and punches Yang in the face causing her to take a few steps back. Jill follows up with a straight right hand, sending Yang flying back. Yang quickly recovers and jumps back up but wet sucking sounds caught her attention as she turns and let out a gasp seeing Rebecca eating out her sister.

"You bitch! Get away from Ying!" Yang screams and tries to go after Rebecca.

Jill quickly intercepts again and tackles Yang causing the B.O.W to roll across the floor.

"And you stay away from Rebecca." Jill said.

Rebecca smiles and continues with the sucking and licking. She looks up a bit and admires the view seeing Ying's large breasts rising up and down due to her heavy breathing. Rebecca tongues harder against the wet snatch, licking and sucking Ying's defenseless sopping wet mess even more while the B.O.W kept snoring away completely unaware of what's happening.

"Get the fuck out of my way!" Yang yells.

The B.O.W rushes towards Jill, trying to claw and kick the super soldier but Jill avoids her attack and punches her then kicks her to the floor. Jill rushes in and grabs Yang's arm and knees her in the stomach causing her to let out a painful grunt and kneel to the floor.

"Had enough yet?" Jill taunts her.

"Not until you're both dead!" Yang yells and flips her body upwards kicking Jill on the chin and sending her back.

Rebecca continues to eat out her opponent, occasionally looking at Jill's fight to see how she's doing. While Jill is fighting pretty evenly against her opponent. Rebecca was completely dominating her own sleeping opponent. Ying's cunt was a drenched mess now, her lustful fluids leaking to her own ass crack and even to the floor. Rebecca remembers to do something as she got up and takes one of her device out from her backpack.

"This might come in handy later if the situation calls for it." She said and rubs the device with Ying's fluid then shoves it up the unconscious B.O.W's anus.

Afterwards Rebecca moves her head down again and continues eating out the B.O.W.

"Shame I was hoping you would at least moan or make some sexual noises throughout all this but the only sound you're making are snores." Rebecca taunts the sleeping B.O.W as she slurps at her wet cunt even harder.

Yang gets the upper hand in the fight again throwing Jill across the room and prepares to follow up by dashing towards her while she's recovering but a bunch of loud slurping sounds caught Yang's attention again.

"Your violation of my sister ends now!" Yang yells as she tries to attack Rebecca again.

Jill dashes in and kicks Yang back.

"How many times do I have to tell you, don't get distracted cause your fight is with me." Jill said.

Rebecca moves her head back creating a long line of liquid that connects her mouth to Ying's drenched cunt. Rebecca wipes the fluid off her own mouth and looks at the B.O.W's defeated body and face, seeing her drooling, snoring, and even blushing.

"Thanks for the meal, it was delicious." Rebecca said and kisses the sleeping B.O.W.

"Grrrr You're right I should focus on killing you first Jill then go after that bitch Rebecca!" Yang yells.

Yang concentrate her powers and forces her claw to grow bigger and sharper.

"I'm focusing all my powers into offense so I can finish you quick." Yang yells and tries stabbing Jill with it. The super soldier having studied her movements throughout the fight swiftly moves her head and grabs Yang's arm, lifting her body off the ground and throwing her across the room near her sister.

"Great work Jill!" Rebecca cheers her on and wipes the fluid off her mouth.

"Surrender and come with us and we'll let you live." Jill gave her a choice.

"After you killed our friends, you expect us to just surrender to you?! Fuck you! This isn't the last time you'll see us! We'll both be back and next time you bitches won't be so lucky!" Yang yells.

Yang realize she can't beat Jill and decides to retreat for now. She quickly carry her unconscious sister on her arms and tries escaping.

"Wait! Don't go that way!" Rebecca warns Yang as that's where she placed the mine trap before.

Yang ignores her warning as she's only focused on getting herself and her sister to safety.

"I'll catch her, she won't outrun me especially since she's carrying her sister." Jill said.

"It's too late..." Rebecca said as she sees the mine triggers.

The mine sends out a sharp spinning metal wire which eviscerates Ying and Yang, killing them instantly and causing their body parts to roll across the floor.

Jill and Rebecca walked towards their dismembered bodies.

"Damn it! If only she listened." Rebecca said.

"Well you were the one that placed this mine in the first place or at least that's what I assume." Jill said.

"Yeah but that was a last resort kind of thing, I didn't really want to kill them...but whatever let's just find the demon marks on them." Rebecca said.

"I don't really feel like touching their body parts but fine." Jill replied.

The two quickly found the demon tattoo on them, both were on the back of their neck once they move their hair out of the way.

"Well it's confirmed I guess, every member of the Demons of Lilith that we encountered so far has a demon tattoo on them so we can assume the remaining ones has it too. We should be able to confirm this information to Lex whenever we want." Jill said.

Rebecca positions Ying's dismembered torso and shoves her hand inside her anus searching for the device she put in earlier.

"Rebecca what the hell are you doing? That's fucking disgusting." Jill said in confusion.

"Just taking back my device which should be in here somewhere...god did I shove it in that deep before." Rebecca said as she finally found the device and pulls it out of Ying's ass.

"What's so useful about this device you took out of her ass?" Jill asked.

"This is a remote bomb and a tracker, all I have to do was press a switch and it'll blow them both up in case she tries escaping with her, another last case scenario since I prefer not killing if possible." Rebecca replied.

"My my Rebecca you were extremely prepared, got everything planned out despise not being good in actual combat. The enemies have underestimated you but to be honest so have I...and thank you for coming for me." Jill said.

"As I said, I'm more useful than I look and don't mention it Jill." Rebecca replied and smiles at Jill.

"So it's true, Rachel did infected you with something when she raped you." Jill said.

"I guess so...I did took some big shots from those B.O.W and seem to be fine afterwards." Rebecca said.

"At least it's something positive but still it's getting you perverted." Jill said.

"I know...but I'll try to better control my perversion in the future." Rebecca replied.

"That distraction you caused was pretty...unique I guess." Jill said.

"Hey but at least it did help without me getting in your way."

"True." Jill replied.

Suddenly both of them hear a truck starting up outside. The two quickly went got out from the window and sees the truck driving away. Rachel peeks her head out the window.

"How wonderful I'm glad you two managed to take care of those twins for us hahaha, thank you and I'm sure we'll meet again soon!" Rachel laughs.

"Damn her!" Jill said.

In the truck, Maria looks at Rachel.

"Are you sure this was wise, I still think we should had helped them finish off Jill and Rebecca" Maria said.

"No as I said, we're in a much better position now, think about it, we're the only two survivors in this mission and we're newcomers on top of that. Mistress Lilith will surely be very impressed with us hehe." Rachel replies.

"I just hope you're right." Maria said as they drove towards their destination.


	10. Chapter 10

"So what do we do now?" Rebecca asked.

"I guess we contact HQ and await further orders...damn if only there was another vehicle nearby, I would had went after them." Jill said.

"We did enough for today, I think we deserve some rest after everything we been through." Rebecca replied.

"You're right Rebecca, I'm just a little angry we couldn't get more information out of them." Jill said.

"If you think about it, we did dealt a pretty good blow to them and all in one day too, we took out seven of them so honestly we should be glad of what we did so far." Rebecca said.

"True but who knows how many more of these Demons of Lilith Bio Weapons there are out there, I just really want to stop them as quick as possible." Jill replied.

Rebecca gently placed her hand on the Super Soldier's shoulder.

"Jill...you need to take it easy on yourself, we're humans not gods. Sometimes you just have to realize we can't do everything fast and perfectly." Rebecca said.

"You're right Rebecca...by the way did those two hurt you before?" Jill asked.

"A little but for some reason my body recovered rather quickly, It seems I'm somehow more resilient ever since I...well,,ever since I got raped by Rachel but you already know that." Rebecca said.

"Yeah that bitch, I got a score to settle with her, just you wait, I'll make sure she pays for what she's done to you...to both of us." Jill said angrily.

"Ohhh I'm guessing she got you too huh no wonder you're naked." Rebecca said.

"Don't even remind me, I'm just so embarrassed that it happened, it's humiliating." Jill replied.

"It was for me too but I hate to admit it, If it weren't for that than I would be dead or severely injured." Rebecca said.

"That's true but she's still a bitch as well as a enemy." The super soldier said.

"Agreed with that now put on some cloths." Rebecca tells her.

"Hope this abandon hospital have something I could wear." Jill said and starts looking around.

After checking through a bunch of rooms with Rebecca, Jill was able to find a spare patient gown.

"Not my ideal backup outfit but this will have to do for now" Jill said.

Rebecca's transmitter goes off and she answers.

"Lex." Rebecca said.

"Good to hear from you Rebecca, Is Jill alright? We couldn't contact her before." Lex said.

"Jill's fine, she's standing right next to me, she just lost her transmitter in the battle before."

"How's the mission going?" He asked.

"We killed two more of them but the other two managed to escape with the pod." Jill answer.

"Good work the pod will lead us right to their Headquarters, I'll be sending a squad over to recover the dead B.O.W in a bit and bring you both back for further updates." He said.

"What do you want us to do in the meantime?" Jill asked.

Anything you want, take a break while you wait for the squad to show up," He tells them.

"Sounds good we could use a break." Rebecca said and Lex hangs up.

"Well I guess we get to relax now." Jill said.

"We deserve it, come on let's find a room and rest up." Rebecca said.

Both of them were able to find a decent looking room in no time. Jill lay herself down on the bed while Rebecca sat on the other bed next to her.

"Heh you look like a hospital patient with that gown on." Rebecca chuckles.

"Hahaha I know right." Jill smiles back.

"Hey I've been thinking if Lex just wanted to use the pod in order to track down their headquarters...why did he need us?" Rebecca asked.

"I thought he just wanted us to kill some of the B.O.W monsters to weaken their numbers but I guess he wanted the dead B.O.W's remains for studies too." Jill replied.

"You been working with Lex for awhile now, longer than me at least, are you sure he's truly studying all those B.O.W's for good without any secondary agendas?" Rebecca asked.

"I don't know too much about what he does in his labs but I assume he is because he's part of the B.S.A.A." Jill replied.

"Jill don't trust anyone too much even those that work for a organization that's suppose to be the good guys cause you never know what each person is truly like or what agendas they really have especially those in such powerful positions." Rebecca tells her.

"I know Lex is far from being a saint but as long as he can point me to a B.O.W i can destroy than I don't really have a problem, but anyway I'm going to take a nap until the squad arrives and you should too." Jill said.

"I'm not tired and I think it's better if I keep guard." Rebecca said.

"For what? The threats already been defeated while the other two escaped so nothing is going to threaten us now." Jill said.

"Well...it's more of a personal thing, You see ever since I was little, I get spooked by creepy looking places and a abandon hospital like this one would be one of those places." Rebecca said.

"...Really Rebecca, you still believe in ghosts?" Jill laughs.

"Hey just because I'm spooked by a creepy place doesn't mean I believe in ghosts." Rebecca replied.

"Sure...but anyway I'm going to sleep so you do your own thing." Jill said and closes her eyes.

Rebecca walked out of the room.

"I hope Jill is right about Lex...maybe I'm just overthinking it, maybe they truly are just trying to study B.O.W creatures as a way to fight them more effectively but still not everyone in the B.S.A.A can be trusted." Rebecca thought to herself.

Rebecca continues walking and sees the remains of Ying and Yang again, still feeling sorry for them.

"I know these girls claimed to have joined willingly but I can't help but think some sort of manipulation were involved by this B.O.W organization. They most likely took advantage of their tragic and unhappy lives and convinced them to join...it feels wrong letting Lex take their body parts just to study them." Rebecca thought to herself.

Even with all the gore around, Rebecca can still see Ying's cunt which is still wet from what she did to her before and Rebecca became even more disappointed that she wasn't able to help them.

"Damn it why didn't you girls just listened to me, such a waste." Rebecca sighed and nods her head.

She starts heading back to Jill's room and thinks about the future.

"Once they bring us back, it'll be the first time I get to see one of Lex's bases, maybe I can find some clues on what they might be doing secretly...or maybe I shouldn't take that risk." Rebecca thought.

She went back into the room Jill was in, getting ready to take a nap herself too but seeing the super soldier's sleeping body caught her attention.

"Jill...you're so beautiful." Rebecca thinks to herself.

She walks up to her and admire her beauty and power.

"Hard to believe you would end up from a S.T.A.R.S member way back then to this super human you are here...your body...it's filled with beauty and power...strong and fast enough to rival even bio weapons." Rebecca thinks.

Rebecca moves her head closer hearing the super soldier's heavy breathing and kisses her in the lips.

"I love you Jill..." She whispers.

Rebecca gently rubs Jill's forehead and hair.

"Sucks what happened to you...being captured by Wesker and got experimented on...glad you were rescued a few years ago...yet you're still being used as a experiment in a way...by the B.S.A.A research division...still can't live a normal happy life...I wish I could bring some happiness into your fighting life. " Rebecca whispers.

Rebecca position her hand between Jill's legs and moves it underneath the super soldier's gown feeling her pubic hair and slit. She gently rubs her pussy and Jill let out a soft grunt, moving her body a little.

"I want to make you feel love again Jill." Rebecca whispers.

She moves her finger up and down a little faster on the super soldier's slit. Jill let out a sigh and moves her head a little as Rebecca disturbs her private parts more and more. Rebecca smiles as she felt Jill's twat getting moist and slips her finger in. Gently thrusting her finger in and out and the unaware super soldier gasp softly.

"Not good Jill, you're still not awake, thought you are suppose to be a super soldier whose always on guard. If a B.O.W comes now they'll have a easy kill on you...but I guess you're exhausted from the events that happened before." Rebecca whispers on Jill's ear.

Rebecca getting more daring slips another finger in and starting thrusting them a bit faster. Jill moans louder, frowning, and blushing as her cunt gets wetter. But Rebecca didn't care as she kept thrusting her fingers in and out rapidly and the wet sobbing sound becomes louder. Rebecca smiles as she sees how erect the super soldier's clit is.

Jill opens her eyes feeling aroused and not sure what's happening as she hears soft wet sounds coming from between her legs.

"Looks like sleeping beauty finally woke up hehe." Rebecca said.

"Rebecca?! Wha...what are you doing?!" Jill asked in surprise as she sees Rebecca right next to her.

"Just making you feel good." She replied as she kept fingering her surprised super soldier friend who now noticed her hand between her legs.

Jill moans loudly and arches her back, feeling the overwhelming pleasuring feeling that Rebecca's been building up before now that she's fully awake.

"You're enjoying this aren't you hehe." Rebecca smiles.

"No I'm not!" Jill said.

"Come on Jill you're a super soldier so if you really wanted to stop me, you would have easily" Rebecca said.

"Sto...stop it!" Jill demanded.

"You could easily push me away with your super human strength instead of just telling me to stop so you really are enjoying it. Just look at how much you're blushing and how wet you are down there." Rebecca replied.

The super soldier moans loudly and her fluid leaks onto the bed as she starts squirting. Rebecca takes her two fingers out which is completely drenched in Jill's thick fluids and starts licking and sucking them, tasting her friend's sweet essence.

"Rebecca...that was uncalled for...I was trying to take a nap." Jill said while catching her breath a little.

"Shhhhhh I'm not done." Rebecca said.

Rebecca quickly pushes Jill's gown up and shoves her face in front of the super soldier's cunt, giving her playful licks and eating her out.

"Rebecca ahhhhhhh!" Jill let out a loud sexual grunt.

"Be a good girl and let me clean your horny wet cunt." Rebecca said as she wraps her arms around Jill's thighs and starts licking and sucking the super soldier's wet snatch.

Jill frowns and breathes faster trying to resist but her body is betraying her. Hearing the wet licking sounds as Rebecca licks and sucks her pussy wasn't helping either.

"Rebecca..."Jill said seductively before letting out another moan.

The super soldier gives in and placed one of her hand behind Rebecca's head, assisting her partner. Rebecca buries her tongue into Jill's wet snatch and rapidly teases every direction. Jill moans and breathes even faster as Rebecca keeps eating her out creating playful slurping sounds.

"Rebecca...it feels so good." Jill moans.

Rebecca starts licking and sucking on the super soldier's engorged clit while she fingers her wet snatch rapidly with three fingers. Jill groans and moans loudly and sexually as the fingering and clit teasing starts becoming too much for her. Rebecca can feel Jill's lower body quivering harder and harder letting her know the super soldier is reaching her limits.

"Reb...Rebecca...I'm...I'm cumming!" Jill screams.

The super soldier moans loudly as she came hard. Rebecca is also breathing heavily herself as she catch her breath. She then sticks her wet soaked fingers inside Jill's mouth surprising the super soldier.

"Here taste your own fluid Jill." Rebecca said, rubbing them along her friend's tongue.

The super soldier's tongue starts licking on Rebecca's fingers out of reflex. The Super Soldier takes her patient gown off exposing her breasts and erect nipples to her partner. Rebecca strips herself and crawled on top of Jill. She grabs Jill's breast and sucks on her nipples aggressively causing Jill to moan.

"Jill...I'll make you feel..love again." Rebecca whispers seductively.

"Rebecca..." Jill whispers back.

Jill and Rebecca shift their bodies into a sixty-nine position and starts eating each other out. Rebecca rubs her turned on pussy against the super soldier's mouth feeling her powerful tongue in her. While at the same time licking on Jill's already wet cunt on her side. Jill held on Rebecca's thighs and aggressively dart her powerful tongue wildly teasing her friend's cunt as the love fluid leaks down to her mouth. Rebecca moans and knows she has to tease the super soldier even more. She rubs Jill's wet pleasing clit with her fingers as she eats her out at the same time. Soon the two began to tremble and moans as they squirt on each other's mouth.

"Your pussy...taste so good." Rebecca said catching her breath a bit.

"Hah..hah..yours taste very good too." Jill replied.

Rebecca shoves her entire body against Jill, rubbing their breasts and wet cunts against each other. Jill and Rebecca kisses each then slips their tongues into each other's mouth, tonguing lustfully. The girls began to feel more and more aroused as they kiss and rub against each other. Soon both of them came.

"Hah...hah...hah..." Rebecca breathes heavily.

She stayed on Jill's bed and both of them felt asleep.

"Hey you two! Wake up!" A voice called out.

Jill and Rebecca both awoke and sees B.S.A.A. troopers at the doorway.

"Ahhhhh!" Rebecca and Jill screamed in embarrassment.

"Listen what you two do in your private times is none of our business, but you two could had at least put on some cloths before we arrived." One of the troopers said.

"Yeah we didn't think it through before now if you boys don't mind, please move out of the doorway while we put on some cloths.." Jill said.

The troops let them change while they collect the body parts of Ying and Yang.

"How rude of them to be staring at us, I hope they didn't take any pictures..." Rebecca said.

"It's our own fault for sleeping butt naked together like that." Jill replied.

"Haha true." Rebecca chuckles.

They walked out of the hospital where two helicopters awaits them and boarded one of them.

"That's a big backpack you bought along from your little hideout back in town, what do you have in there?" Jill asked.

"Well a lot of things from different type of grenades, darts, and devices, some you saw before but most importantly my creating kit and blueprints for all my stuff ." Rebecca replied.

"Why are you bringing so much stuff?" Jill asked.

"Well I figured since we probably won't be in that town again anytime soon, I might as well bring all my important things with me and just set up another hideout depending on where we hunt the rest of the Demons of Lilith...and I'm sure Lex's base will have a lot of spare materials I could use to create my gadgets and stuff" Rebecca said.

"In any case they'll come in handy for the later missions." Jill said.

"You bet and I'll say me with all my gadget and tricks is even more dangerous against the B.O.W than you are cause you're just all brawl and brute force heh."

"Oh come on I'm not just all brawl and strength, I can be stealthy and very strategical too you know." The super soldier replied.

"Haha I know Jill, I was just joking." Rebecca said and they both laughed.

Once the helicopters were back in the jungle again. Jill and Rebecca noticed them flying pass the previous B.S.A.A research base.

"Wait we aren't going back there?" Jill asked the other soldiers that were on board with them.

"No Lex wants you both at the main research base." He replies.

"Whoa we're actually going there, always heard rumors about how great and big that place." Rebecca said.

"Consider it a honor Rebecca." Jill tells her.

"Have you ever been here before?" Rebecca asked.

"...Yes this was where they bought me after Chris and his partner saved me from Wesker a few years back. I was experimented on here for a time and I still get send here once in awhile for further experiments." Jill replied.

"I see..." Rebecca said.

At Lex's main research base, Shawn and Lex awaits Jill and Rebecca's arrival.

"Lex are you sure you want to reveal some of our secrets to them, I think it'll be too risky." Shawn said.

"Relax brother I know what I'm doing, revealing some of our things to them would ease their minds making them trust us more and be less suspicious of us...besides we still need their help for the time being, as long as we don't let them know about our end goal to take over the other B.S.A.A divisions then everything will be alright." Lex tells them.

"I suppose so but I still say we shouldn't have allowed Rebecca to come along with her." Shawn said.

"She's working for us so preventing her from coming would only bring more suspicion towards us from them, I want to give Rebecca the impression that we have nothing to hide from her and besides she has proven to be useful so far by surviving this long against these B.O.W." Lex said.

I guess you do have a point." Shawn said.

"Of course I do, now let us greet them." Lex said as he sees the helicopters landing through the camera.

Jill and Rebecca gets off and the guards escort them along with a cart carrying Ying and Yang's body parts to a elevator. Once they get to their floor which splits into three directions. The guards moving the cart goes left and instructs Jill and Rebecca to go right.

"Wow this place is huge." Rebecca said as she and Jill made their way deeper into the base.

"If there's one thing I like about this place, it's the way it's designed. I like it's futuristic look and design." Jill said.

"Hello again Jill and welcome to my main research base Rebecca." Lex said as he walks towards them from the opposite direction of the hallway.

"What's happen to that other smaller base?" Jill asked.

"We abandoned it, that place is clearly known to the enemy and I don't want to waste resources and manpower fortifying it so I moved all it's assets back to here." He replied.

"With a place as big as this, I didn't think you would need any other extra bases." Rebecca said.

"Hahaha you think so but it's always good to have extra bases that acts as expansions to the main." Lex said.

"Alright Lex, you said you got some updates for us so let's hear it." Jill said.

"Yes some major important updates as well as a secret I've been keeping from you two." He said.

"Do tell us." Jill said.


	11. Chapter 11

"I have not been totally honest with you two." Lex said.

"Just say it!" Jill said growing impatient.

"The pod never contained any important chemicals that were useful against the B.O.W, it was just a decoy but it does indeed have a tracker on it." He said.

"I knew it, so that means we never had to risk ourselves in the first place!" Rebecca said raising her voice a bit.

"I see, so that means the goal was always to get us to kill some of the retreating B.O.W so you can get their corpses back for study." Jill said.

"Yes that was the goal from the beginning, I was afraid if I had told you that before, you wouldn't have put yourselves at risk." Lex

"If that was the reason then don't worry about it." Jill replied.

"What? Jill you aren't mad?" Rebecca said and looks at her partner.

"No...in fact I think it's actually better because we get to see how powerful they were firsthand and studying their corpses will bring about some important discoveries, isn't that right Lex." Jill said.

"I'm glad you understand Jill and yes our scientists did discover something very important about the marks on each of their corpses." Lex said.

"Good so I'm glad it was worth it, what did you guys discover?" Jill asked.

"The demon tattoo on their bodies emits a strange energy, we think this is how their leader tracks them from where ever they are." He replies.

"Hmmm that does make sense now that I think about it, none of the Demon of Lilith B.O.W we fought so far have any transmitter or any other form of communication devices with them." Jill said.

"That's true." Rebecca said, also agreeing to it.

"Come with me." Lex tells them as he leads them to one of the labs.

Once there, they see the dead Demons of Lilith B.O.W that they defeated before. Shawn and a few other scientists were also in the room.

"So why did you bring us here to see their corpses, we already know they all have that tattoo on them." Rebecca asked.

"You'll see." Lex said and orders the scientists to aim a device at the pile of corpses.

All the tattoos on them starts glowing purple for a few seconds before returning to normal.

"What was that?" Rebecca asked.

"We created these devices and named them the demon detectors, they can trigger the energy being emitted from their tattoo. Once this happens, we could detect where they are on our scanners, but the range is still too small so we'll need some time before we can create a bigger and better demon detector, one that could detect them across the world." Lex said.

"That's great news, I was actually wondering how would we be able to find them easily across the world but you managed to solve that problem." Jill said.

"Is this all you wanted to show us?" Rebecca asked.

"There is...one other thing I wanna show you two." Lex said.

"What would that be?" Jill said.

"Follow me." Lex replied as he and Shawn leads them to another much bigger room.

Inside Jill and Rebecca sees a African and two Caucasian girls, all three were young appearing to be around their late teens to early twenties. All had a amazing fit and toned body and were wearing tight battlesuits. The African girl and one of the Caucasian girls both have black hair pulled back into a ponytail and both stood around five feet and nine inches tall. While the other Caucasian girl have medium length wavy blonde hair and stood at around six feet and two inches, much taller than the other two and seems to be the leader of the group.

"It can't be?! Super soldiers?" Jill said in surprise.

"We have learned a lot from experimenting on your super human body. Because of that. we were able to create the super soldier program and this is just the beginning." Lex said.

"Now we have a total of four super soldiers, the B.O.W forces don't stand a chance against us now hahahah." Shawn laughs.

"Lex, please tell me these girls agreed to it out of their own free will cause being a superhuman isn't as easy as it sounds." Jill said.

"Of course." He replies.

"Yes we all volunteer to become super soldiers, all three of us were orphans after all." One of the super soldiers said.

"Lex took us in a few years ago and gave us a better future." The second super soldier said.

"I see, so you took them in at about the same time you started experimenting on me...you planned this out years in advance." Jill said.

"Yes...I did, we figure your superhuman body would be very useful against the B.O.W threats around the world. Regular humans have weak limits and a clear disadvantage against powerful B.O.W. So I put this plan in effect back then and now it's paying off. And more super soldiers will be made in the coming future." Lex said.

"What you're doing, turning humans into superhumans just to have them become super soldiers doesn't seem right, what difference are you compared to the Demons of Lilith that turns people into B.O.W for war?" Rebecca said.

"The difference is super soldiers aren't monsters unless of course you consider Jill to be one...We are the good guys here so our experiments are meant for the greater good and I think it's a very noble choice for one to actually want to become experimented on in order to become a superhuman and have a easier time wiping the B.O.W threats off the face of this world, isn't that right girls?" Lex said.

"Yes Lex." They all replied.

"Lex has treated us well, without him we would have lived a very boring life, besides we had nothing to lose, we never had a family in the first place." The third super soldier said.

"I guess it's alright if you girls are completely fine with it." Rebecca said.

"Let me show you two what they could do." Lex said and nods at Shawn.

Shawn presses a switch, activating the room's training mechanics. The floor sends up three concrete walls. The three super soldier easily breaks the walls with a single punch each. The floor sends up three more concrete walls, thicker this time. The three super soldier kicks it this time instead of punching, once again destroying it with a single attack.

"Wow that's very impressive, they might even be stronger than you" Rebecca said as Jill stayed silent.

"Now for the aiming test." Shawn said.

The three takes out their pistols and aims at the moving target boards from far away, easily landing direct hits into all of them.

"Speed and agility!" Shawn yells.

The three super soldier dashes across the room in high speed then jumps up and flips their bodies landing against the wall and then perform a wall jump by pushing themselves away from the wall and flying back over thirty feet away landing perfectly on their feet.

"Amazing." Rebecca said.

"Not bad." Jill said.

"These super soldiers are made to surpass Jill." Lex said.

"Jill is still the best to me." Rebecca said.

"You aren't wrong Rebecca, these three may have better physical abilities but Jill still have more experience which is why she's just as important." Lex said.

"Ha experience? Who gives a shit about that." Said one of the super soldier.

"I know right, overwhelming powers beats experiences any day." Another one said.

"I almost forgot, let me introduce them to you two, the African girl is Michelle, the Caucasian girl with the black hair is Julie, and the tall Caucasian blonde girl here is Diana." Lex introduces them.

"You all seem impressive so far and still young so you'll surpass me in no time and that's a good thing cause the world is going to need all of you." Jill said, giving them a motivational speech.

"Shut up, don't act like you're some kind of teacher to us cause we already surpassed you." Michelle said.

"Yeah we are the future and you're already outdated." Diana said.

Julie decided to stay silent.

"Oh my you youngsters are so rude, show some respect would you two." Rebecca trying to defend Jill.

"It's alright Rebecca, these girls have the right to think what they want...even if they're wrong." Jill smiles at them.

"Ha we're not wrong, you're just jealous that we the younger ones are superior." Diana said.

"Is that so? Cause I don't think you have the brains to be superior to me." Jill said.

"Why you little shit!" Diana said and walks towards Jill.

"Diana behave yourself." Shawn said.

"No let them fight, I wanna see how well she'll do against Jill, could make for some interesting data." Lex tells his brother.

"Hey relax no need to get so mad from some comments." Rebecca tries calming her down by holding her.

Diana throws Rebecca to the ground and Jill quickly punches her in the face causing her to take a few steps back.

"Don't you ever do that to my partner." Jill tells her.

"I'm gonna beat the shit out of you Jill!" Diana charges towards her and kicks.

Jill blocks it with her arm but still felt the powerful force behind that kick causing her body to slide a few feet to the side. Diana starts landing a barrage of punches and Jill tries avoiding them until one hits and sends her to the floor. As Jill was getting back up, Diana dash and knees her sending her flying back.

"She's strong, very strong and fast but all offensive." Jill thinks to herself.

"Hahahahha you're such a pushover, is this how weak a outdated super soldier really is." Diana taunts her.

"You haven't beaten me yet young lady." Jill tells her.

Diana charges at her again and prepares to land a harder kick this time but Jill quickly evades and grabs her leg then uses a kick of her own and kicks the taller super soldier in the face stunning her. Jill followed up with a few more punches before uppercutting her to the ground.

"That's it!" Diana screams and gets back up, dashing for Jill again.

She tries landing a powerful straight punch but Jill grabs her arm and flips her over slamming her to the ground.

"You're all power and speed but no tactics, you got a lot to learn." Jill taunts her this time.

"I'm...I'm not done!" She yells and tries punching Jill who dodges them before landing a counter punch that stuns Diana.

Jill then gives her a few more powerful punches causing her to stumble backwards before finally landing another uppercut that lifts her up the floor and knocks her out. Michelle and Julie rushes in to catch their defeated friend as she was falling towards the ground.

"That was a good fight, any of you girls wanna try fighting me too?" Jill asked.

The two gave Jill a angry look but stood silent.

"Alright than I guess I made my point." Jill said.

"Bring her back to her room." Shawn orders the super soldier

"Jill I'm glad you're alright, she looks like she really did hurt you in the beginning." Rebecca said.

"She is stronger and faster than me I'll admit that but lacks my skill and experiences." Jill said.

"Well done Jill, you continue to surprise me, you were losing at first but managed to turn the tides as the fight goes on and that is why you're still our number one soldier." Lex said, clapping his hands.

"Those super soldiers will surpass me that I'm sure, they have the potential just gonna give train them more and tell Diana to work on her temper." Jill said.

"That Diana chick was a real bitch." Rebecca said.

"Haha yeah she does have a anger problem but she's a real good fighter with potential just like the rest of them." He said.

"I hope any future super soldiers you make have better behavior than what we saw before." Rebecca said.

"Not just anyone can easily become a super soldier, the person needs to have the right genes so just selecting any random volunteers won't work." He replies.

"What do you want us to do now?" Jill asked.

"Hang around the base, make yourselves at home, there's a lot of spare guest rooms for you two. Just don't go into any restricted areas." He said.

"Understood." Jill replied.

"And one more thing." Rebecca asked.

"What is it?" He replies.

"Can I use your chemical and equipment labs at least? I have blueprints for a bunch of useful things I can make to aid us in future missions." She said.

"Sure I have no problem with that...now if you'll both excuse me, I have things to attend to" He said and leaves them.

"Yes he allowed me to work on my gadgets in some of his labs, I'm gonna go there now but what about you Jill, what are you going to do?" Rebecca asked.

"Just gonna walk around and say hi to some of my old friends in the upper floors." She replied.

The two went their own ways. Jill heads for the elevator but one of the super soldiers from before walks towards her.

"You're Julie if I remembered correctly, sorry for knocking out your friend but I had to teach her a lesson for her rude behavior so I hope you're not here to fight me too." Jill said.

"No I'm not here to fight, just wanted to talk." Julie replied.

"About what? Jill asked.

"Anything really, but I do wanna know how you feel about being a super soldier, Unlike us who agreed to become superhumans. You were never given a choice with what the infamous Wesker did to you." She said.

"It's complicated but to put it short, I was against it at first even after being saved but overtime I came to enjoy it because it does allows me to fight dangerous B.O.W more effectively so that's all it matters now." Jill replied.

"I see...but don't you ever wanted to live a normal life again without being used as a weapon against the B.O.W?" Julie asked.

"You know my partner Rebecca told me the same thing...I guess I do miss that life, maybe I can retired once you girls become more experienced in fighting B.O.W threats, by then Lex can completely replace me with you three and I'll be a free person again." Jill said.

" In that case I'll make sure to become stronger as fast as possible so that you may retire faster!" Julie said.

"Hahahah thanks." Jill replied.

"And you look so young for your age, you close to middle age but look like you're in the twenties, You're old enough to be my mom or aunt but you look like just a older sister because of your appearance." She said.

"Well I suppose that's another good thing about being a superhuman, we're not only more powerful than normal humans but look a lot younger too." Jill replied.

* * *

Rachel and Maria finally bought the pod to their destination's entrance. A few figures with robes walks out and escort them into a cave that leads much deeper in.

"We are going to get promoted hahaha." Rachel laughs.

"We'll sure." Maria said as she and Rachel continues to carry the pod.

They made their way into a huge room where a bunch of other B.O.W waits with more coming in from different entrances that leads to this room.

"Have you ever been here before?" Maria asked.

"No but I wanna meet Lilith again...the first time I met her, I barely remember what she looks like cause I was still a crazy monster. Her other servants under her orders were the ones that slowly healed me back more and more overtime." Rachel replied.

In the balcony, a woman who appears to be human walks forward.

"Everyone please be quiet, Lilith is about to appear." She said.


	12. Chapter 12

A large group of bio organic weapons both in human and monster forms gathered around as they await Lilith's appearances. The woman at the balcony steps aside and Lilith walks out. She appears to be in her twenties and is both beautiful and scary at the same time. She has white skin and black hair with demonic black horns and black wings.

"She looks like a demon." Maria whispered.

"Must be nice deciding how you wanna look with the more powerful modern viruses." Rachel whispered back.

"You didn't get to choose how you wanted your B.O.W form to look like?" Maria asked.

"...No I didn't, I was forcefully given this form back...then but still maybe I can use one of the newer and better viruses from Lilith herself to make myself a better form hehe." Rachel replied.

Rachel steps forward and looks up, making sure Lilith could notice her.

"Mistress Lilith we bought the pod back." She said.

I'll get to that in a bit my dear Rachel, for now I have something big to discuss with all of you." She replies.

Rachel stepped back and went to her seat.

"You should have waited for her to ask you about it." Maria tells her.

"I know but I got a little too excited, that promotion seems so close." Rachel replies.

"My friends and allies...I'm pleased you all made it here." Lilith said.

She looks around, seeing all the bio organic weapons in the audience.

"As some of you know, I'm preparing something big and revolutionary soon, and I mean very soon." She tells them.

"Yes my mistress, I...we are all eagerly awaiting what you have to say." One of the B.O.W in the crowd said.

"I plan to conquer this world and claim it for us, for all bio weapons and all who chooses to be one, a world where we can freely do what we want without hiding without worrying about the humans!" Lilith tells them.

"With all due respect Lilith, that seems impossible." One of the B.O.W said.

"And why do you think it's impossible?" Lilith asks.

"The humans have the means to be immune to all current viruses as well as becoming immune to any new ones once they learn of it." The B.O.W replies.

"And we don't have the numbers to fight the humans in a head on war, we'll get overwhelmed by all the nation's military and the damn B.S.A.A." Another B.O.W said.

"I'm sorry Lilith but I agree with them, I also think that goal is impossible, many bio terrorist organizations have tried in the past and were always beaten one way or another, how would your plans be any different?" Yet another B.O.W in the crowd said, agreeing with the other two.

"Oh wow I'm surprised some of them actually have the guts to talk to Lilith that way." Maria whispers to Rachel.

"I'm thinking some of them might be very powerful themselves or business partners of Lilith rather than just mere servants." Rachel whispers back.

"Please let Mistress say what she needs to say!" The young woman next to Lilith tells the audiences.

"I understand how some of you would find what I said too good to be true, so I'll show you all what I mean." Lilith said.

The young woman that's next to Lilith jumps down from the balcony and walks to a wall on one side of the room. She presses a switch and the wall opens up revealing a glass container with a small slimy creature around five inches long in it. It has no eyes or limbs but a large mouth filled with many razor sharp teeth. She opens up the container and let the little creature out. It moves across the floor at rapid speed before sticking itself against the wall and moving up to Lilith. She picks it up and shows it to her audiences.

"This is what I call a Demon Bomb, this creature can stick itself and move across walls and ceilings freely and can devour it's prey extremely quickly. Think of it as a land based piranha but meaner, better, and deadlier. This will be the key to our future, a future for all B.O.W" Lilith said

"Hahahaha surely you're joking Lilith cause I mean no offense but do you really expect us to take you seriously when you present us a small little B.O.W that seems more fitting to be a pet rather than a weapon?" One of B.O.W laughs.

"This creature is constantly hungry for flesh but it also doesn't need to eat in order to survive so the humans can't starve them out, it's body can adapt to many different environments and temperatures, and it's also able to swim. " Lilith said.

"Hmmm that does sound impressive but still how would they alone be able to beat the humans for us?" The B.O.W asked.

"This is just a prototype but once I'm able to create the complete version, I'll mass produce them. When the complete version of the Demon Bomb feast upon flesh, it'll start glowing, turning itself into a moving bomb that's strong enough to destroy a entire house which may not seem like much but imagine what happens once there are thousands, tens of thousands of these Demon Bomb B.O.W spread across the global in almost all major populated areas." Lilith said.

"That...sounds amazing, simply amazing and one that fits it's name, this will allow us to cleanse all the human fifth through hell fire." One of the B.O.W laughs.

"And what's even better is that they would feast upon the humans first causing massive chaos being destroying them in a hellish explosion." Lilith said.

"How would we be able to control it?" Another B.O.W asks.

"You don't...Me and my partner standing next to me will be the ones to control them, I just need all of you to unleash them in the sewers of as many major cities across the world as possible when the time comes. And by the time the humans noticed this, it'll already be too late, we'll have countless thousands of these Hell Bomb causing countless destruction to their civilizations around the global...so what do you all think?" Lilith said.

The audiences claps and cheers as most of them like her ambitious plan.

"Hahaha I like it, we'll defeat the humans without even risking ourselves!" One of the B.O.W cheers.

"And once the humans surrenders, they'll be at our mercy, I'm going to keep a army of them as slaves hehe." Another B.O.W laughs.

"This might be too much!" One of the B.O.W yells, disagreeing with the plan.

"Oh? How so?" Lilith asked.

"I run a big business back in my country, nobody suspects I'm an B.O.W so I got everything going smoothly. if you do this, my business will suffer, all my wealth will in turn suffer!" He said.

"You fool, money, wealth, none of that will matter once we claim the world." Lilith tells him.

"Than I'm sorry, I won't be part of your plan so I'll take my leave now." The B.O.W said.

"Who said you had a choice." Lilith said and points at him.

A red beam shoots out of Lilith's fingertip piercing the B.O.W through the chest.

"Grrrhhhh...what are...you doing?" He said as he lays on the ground dying.

"It's clear you're not worthy enough to be in this new world I'm creating so you may die." She tells him.

Lilith aims her hand towards him and creates a red mist around his body. She then closes her fist and the red mist consumes his body turning him into ashes.

The other B.O.W in the audience all either showed enjoyment, fear, or stood silent.

"Now anyone else disagrees with me?" Lilith asks them.

A single B.O.W stood up nervously.

"I am on board with this plan of course but I do have a question, I have human allies and they are part of a bio terrorist organization. I must asks what will become of them?" He asked.

"All humans are beneath us doesn't matter who or even if they're bio terrorists or B.O.W lovers. They will either die from collateral damage or if they survive, they'll be serving us just like any other human." Lilith tells him.

"I understand." He said before sitting back down.

"Any other questions from anyone else?" Lilith said.

"About how long will it take for these Demon Bomb B.O.W to be complete?" One of the B.O.W asked.

"Soon, about a few months at the latest." She answers.

"Hahaha that sounds great, so in less then half a year, we'll have the world conquered." He laughs.

"Now if nobody else here have any further questions, let us move on to another matter...the pod from the B.S.A.A's research division which contains a very interesting and unique B.O.W according to Kate's notes." Lilith said and looks at Rachel and Maria.

They quickly bought the pod forward.

"You two have done well being the only survivors." Lilith tells them.

"Thank you Mistress." They replied.

"Through the demon tattoo, I can no longer feel the other's life force which is unfortunate, they all still had so much potential left especially the younger ones...no matter, time to move on and see what kind of secret B.O.W their research division has." Lilith said and points her finger at the pod, generating a small line of laser that's carefully opening the pod.

Back at Lex's main research base. Lex and Shawn both heard everything Lilith were discussing through the decoy pod's hidden recorder.

"This is bad, very bad...once they unleash those Demon Bomb B.O.W swarm across the world, we'll be doomed!" Shawn panics.

"Don't worry we still have a few months to wipe them out and we will...and let's give them a surprise hehe." Lex said.

"Right!" Shawn said and presses a button.

Back at the B.O.W's base. The pod suddenly starts beeping on it's own and Lilith stops.

"Hmm what's this? Is it activating on it's own?" She said.

"What if it's a bomb?!" One of the B.O.W in the audience panics.

"Don't worry, our bomb detectors at the entrance didn't detect any explosive from the pod." Another B.O.W said.

The pod opens up and a mass of flesh pops up and grows into a huge blob like creature with many sharp limbs.

"Hahahaha now let's see how well they'll do against our own B.O.W. Hopefully it'll kill a bunch of them before it dies." Lex laughs.

But before the creature could attack anyone. The young woman next to Lilith restrains the creature by creating a light barrier around it.

"Good work Angelica." Lilith said and aims her hand towards the creature, generating a powerful fire blast that burns the creature to ashes.

Back at the B.S.A.A research base, Lex and Shawn were both surprised.

"What?! Our decoy B.O.W died already?!" Shawn said.

"It seems this Lilith is a very powerful B.O.W...but at least we know of their plan and also where their base is located." Lex said.

Back at the B.O.W base, Lilith proceeds to destroy the pod too.

"Lilith why did you kill that B.O.W, shouldn't you have captured it?" One of the B.O.W asks her.

"Yeah I mean wasn't that suppose to be that special B.O.W you wanted?" Another asked.

"You idiots, that was a decoy B.O.W, it wasn't the actual one. Can't you all tell by how unstable and how mindless it was? The one mentioned in Kate's report has a completely different description. It seems Rachel and Maria here both failed their duties." Lilith said and looks at them.

"Wa...wait! It wasn't our fault! Kate and Victoria were originally in charge of the pod but they stood behind to fight the B.S.A.A forces as well as Jill and Rebecca so they handed us the pod." Maria said.

"That is correct, they gave us the pod while they decide to fight them." Rachel said.

"Rebecca I never heard of...but Jill the infamous super soldier that killed many B.O.W beings from multiple bio terrorist organizations these pass few years. I guess it's not that surprising how the others died." Lilith said.

"Mistress Lilith if I may...I was hoping we'll get a promotion since we were the only two that survived." Rachel requested.

The Mistress laughs at her.

"Surely you don't expect me to give you a promotion just for surviving especially considering you didn't save any of the others nor did you even bring me the actual pod, I know it's not your fault with the decoy pod but still. I will grant none of you any promotions." Lilith tells them.

"What?! Please Mistress, I beg you!" Rachel begs.

"Wait Mistress Lilith...I didn't want to tell you this before when I was alone with Rachel but I actually recorded what Rachel was secretly plotting." Maria said and hands a recording device to Lilith.

"Maria when did you? What the fuck are you doing?" Rachel questions her.

"Sorry Rachel but I'm exposing you." Maria said.

"You..you bitch!" Rachel said.

Lilith listens to the recording, revealing Rachel's plan to not help Yang and Ying so that she would get a promotion by being a survivor.

"I see...Rachel you pathetic creature, you purposely didn't assist Yang and Ying against Jill and wanted them both dead so you and Maria would be the only survivors left and all this just so you want me to be impressed and give you a promotion." Lilith said.

"Well...yes I guess there's no point hiding it, I was selfish." Rachel replied.

"Maria, since you revealed this to me, I will grant you the promotion." Lilith said.

"Thank you Mistress Lilith." Maria replied.

"As for you Rachel, give me a good reason why I shouldn't kill you right here and now?" Lilith said.

"Kill her! Kill that useless and selfish bitch!" Some of the audience yells.

"Use her for experiments like a lapdog ahahahha!" Another bunch in the audience yells.

"Shit, I'm in a really bad fucking situation, what should I do?!" Rachel thought to herself.


	13. Chapter 13

"Wait Mistress Lilith! I...I may have plotted for a promotion but I am still completely loyal to you. If anything this should show you that I'm willing to rise up as quickly as possible in order to better serve you my mistress." Rachel said.

"Hmmm I do admire your ambition and cleverness...but that still doesn't justified your actions Rachel." Lilith replies.

"The super soldier Jill..I am familiar with her so I'll have a easier time fighting her, you'll need me." Rachel said, continuing to try talking her way out of the situation.

"Being familiar with how the enemy works certainty helps...but even without including me, there are still many extremely powerful bio organic weapons in the audiences. Many which are far more powerful than you and could easily kill Jill even without being familiar with her." Lilith said.

"Mistress Lilith, I don't mean I could do a better job at killing Jill than the stronger ones here. But why waste one of the stronger more elite B.O.W's time on Jill when a lowly B.O.W such as myself could already be enough to kill her." Rachel replied.

"Well said Rachel...you do bring up some good points, I can tell you're a clever girl being able to keep your cool and talk yourself out of trouble even in such a bad situation. Had you merely begged me for mercy, I would had killed you without hesitation. So for that you may be able to redeem yourself somewhat...after another test." Lilith tells her.

"Thank you my Mistress, and I'll welcome anything if it means I can get back on your good side." Rachel replied.

"You will fight one of the B.O.W in the audiences and show me just how good your combat skills are when your life is threaten, don't worry It won't be one of the Higher Demons, just a normal one." Lilith said.

"I'll be the one to test her!" One of the B.O.W comes forward.

"Rachel...if you can survive against her than you get to live." Lilith tells her.

The B.O.W is a tall slender pale lady with black hair covering most of her face and a few organic bubbles attached to her body. Rachel mutates into her Ooze form as she brace herself. The pale lady's bubbles on her body burst open and a few parasitic creatures comes out and attach themselves to Rachel causing her to grunt in pain.

"Hahahaha, I already won, once my creatures attached themselves to you. Your entire body and mind are under my complete control. Now I'm going to enjoy such a quick and easy victory." The B.O.W laughs and opens her mouth revealing a set of sharp teeth as she walks towards Rachel.

Suddenly the parasitic creatures attached to Rachel all made a low painful shrieking sound before dropping dead to the floor.

"Wha..what?!" The now surprised B.O.W said.

"Hehehe did you really thought you'll be able to control me with your pathetic little creatures." Rachel smiles.

Rachel then quickly dashes forward and pierce through the B.O.W's body with her claw.

"Impossible..." The B.O.W said before dropping dead to the floor.

"Impressive you're not only strong but also able to resist against parasitic attacks...very well I will let you live." Lilith said.

"Thank you my Mistress." Rachel replied.

"That wasn't even a combat type B.O.W she defeated, let me take a shot at her and you'll see just how weak she really is!" Another B.O.W in the audience yells.

"Enough! I gave her a test and she passed it, letting any more of you fight her would be less than fair to her...however Rachel you're still on short lease so you are to serve and obey the rest of the Demons of Lilith for now. " Lilith replied.

"Wait what? Me? A servant?" Rachel said.

"Yes you may have impressed me but only enough that you get to live...as you know me and Angelica are the two leaders of this entire organization. Then comes the upper class of B.O.W which are the Greater Demons. After them are the Demons which makes up the majority of our members. And finally the servant rank which includes monsters like Hunters, Plagas, and other lower B.O.W creatures..now that includes you too. Any problems with that?" Lilith tells her.

"No...No problem at all." Rachel replies.

"Good...now everyone that's gathered here today, feel free to walk around the place and socialize with each other...but only for a few hours because of something I'll discuss with you all later." Lilith said.

"Mistress Lilith I have a question, does this mean I'm consider one of the Greater Demons since you said I was promoted?" Maria asks.

"Heh..no my dear, you are far from a Greater Demon. I merely promoted you from a newcomer to a regular Demon. Prove yourself and become far more powerful in the future and you might become one of the Greater Demons." Lilith said.

"I understand Mistress." Maria replied.

"Ha you bitch, thought you could gain such a high rank just like that!" Rachel laughs at Maria.

"Be quiet Rachel, you are a servant so you are to behave." Lilith warns her.

"Yes Mistress, sorry about that." Rachel replied.

Everyone starts leaving the large auditorium from different exits as they roam and hang out around the base. Some began socializing with one another while others keep to themselves.

"Where the heck is Maria?!" Rachel thought to herself as she lost sight of her in the crowd.

Suddenly a B.O.W tapped Rachel on her shoulder causing her to turn around and see a young blonde woman with long hair in her twenties.

"Don't worry I'm not here to order you around, name's Sarah, nice to meet you." She said and smiles at her.

"...Nice to meet you too, name's Rachel," Rachel replies and turns back to her human form to shake Sarah's hand.

"That was a close call huh...thought you were going to get killed before." Sarah said.

"Yeah that was...but what can I say, I'm a smooth talker haha." Rachel laughed.

Sarah lands a powerful knee on Rachel's stomach causing her to let out a painful grunt and kneel on the ground.

"That was for the other Demons of Lilith you betrayed on the mission, some of them were my friend you bitch!" Sarah yells and spits on Rachel before walking away.

"...That bitch...and here I thought I was able to find a friend." Rachel thought as she let out a few more coughs before recovering.

A few B.O.W nearby laughs at her but Rachel ignores them and walks away.

"This place is like a maze...I'll never be able to find that bitch Maria." Rachel thought.

She walked through one of the hallways eventually leading into a large room with a few vending machines and some human flesh.

"Some B.O.W loves to devour humans but I'm surprised there's a vending machine all the way down here." Rachel thought.

A group of B.O.W walks in and Rachel made way for them as she doesn't want to get on their bad side. They were all in human form and appears to be gang members from what they're wearing.

"Hahaha fuck yeah human meat!" One of them said and starts devouring the human remains on the table.

"Hey you're that Rachel chick that almost got killed by Lilith. Come do me a favor like give me a blowjob would ya?." One of them asks her.

"No thanks!" She replies.

"What do you mean, you're a servant so you do as we say." Another one of them said.

They were interrupted when two new B.O.W came into the room. One had long black hair and appears to be in her late teens while the other one had short black hair and appears to be in her mid teens. Both were wearing school uniforms. The one with the shorter hair appears to be very shy and nervous as she walks into the room and went to the vending machine.

"Disgusting..." The long haired whispered as she sees one of the B.O.W eating human remains.

"Oh ho ho what is this, two teenage girls huh." One of them chuckles.

The two girls ignores them and the short haired girl proceeds to put some cash into the machine. One of the male B.O.W extends his tongue and slips it into the girl's skirt rubbing her flesh.

"Ahhhhhhhhh!" The girl with the short hair screamed in fear and tightly hugs the girl with the long hair.

"What the fuck are you trying to do to my younger sister!?" The long haired girl yells at them.

"Hey we just wanna have some fun and besides I'm surprised your sister is still so shy, I thought becoming a B.O.W will remove all those weak emotions." One of the guys replied.

"Don't think every one of us B.O.W are scumbags like you! Now I suggest you all go or I'm going to have to force you all to." The older sister warns them.

"Hehehehe you demanding us to leave?! Guess you don't know who we are bitch. We're members of the Skull Crusher gang, even as humans before. We robbed, raped, and murdered many along the country side. And now as B.O.W monsters we can do much more, whatever we want! Such as making B.O.W sluts like you and your sister our bitches!" He yells.

The group of guys all mutates and turns into reptile like humanoids, surrounding the two teenagers.

"This is interesting." Rachel whispers to herself as she watches from the corner of the room.

"We're going to gang rape the fuck out of both of you!" One of them laughs.

"The fact that they're still in their human forms means they aren't fighting back and already accepted defeat hehe!" Another one laughs.

The short haired girl starts panicking and hugs her sister tightly.

"Don't worry Cibo, I'll take care of them." The older sister said.

"Be careful Mari." Cibo warns her.

"I don't need to be against these losers." Mari smiles back at her.

One of the B.O.W charges forward but gets sliced in half in a blink of a eye, killing him instantly.

"What?!" The other four said in surprise.

Mari shows them one of her arm which has been morphed into a blade like shape.

"You killed him! You bitch!" Another one of them yells.

"If you guys don't get the fuck out of here now than you'll all join him, although I wouldn't mind." Mari warns them.

"We'll kill you! You won't be able to attack us all if we rush you at the same time!" One of them yells.

"Heh maybe I should get a little serious." Mari smirks.

"Mari don't." Cibo begs her sister to stop.

"Don't get in the way." Mari tells her.

All four of them runs towards her at the same time. Mari smiles and sliced in front of them at supernatural speed. They all stopped out of fear and looked confused before a few more seconds goes by and they finally realized they are dead as pieces of their body drops to the floor. Mari morphs her arm back into human shape.

"Mari you didn't have to kill them!" Cibo said.

"They were going to hurt you sister, and besides I warned them and they didn't listen." Mari replies.

"Won't Lilith be upset that you murdered five Demon member?" Cibo asks.

"Don't worry I doubt Lilith cares that much about some useless low lives...and I got a feeling she wants some of the weaker B.O.W gone anyway." Mari replied.

"That's some amazingly fast cutting speed you got there, how were you able to cut them without touching them?" Rachel said while clapping her hands.

"I did touch them, my bladed flesh extends itself as I move my arm. It's just too fast for humans and normal B.O.W to see it. " Mari tells her.

"I see both of you are pretty civilized and even showed disgust when you witness one of them eating human flesh on the side." Rachel said.

"You should know not all B.O.W thinks and view things the same way just like how humans are, me and my sister aren't savages like some of the other B.O.W here." Mari replies.

"Heh I know enough to know that every B.O.W has a dark side whether they simply want to kill people, eat other people, a urge to harm people, being very perverted, being unstable, being crazy, you name it so don't pretend like you don't have any flaws Mari." Rachel said.

"...No I don't, me and my sister don't so don't compare us to the likes of you and many others here." Mari replies.

"Sure...but anyway let's talk about something more friendly. How did you and your sister became Bio Weapons?" Rachel asked.

"Not something I'll want to discuss with you, come on Cibo let's leave this room." Mari said.

"Wow she was friendly..." Rachel spoke to herself sarcastically.

Rachel walked out of the room too and went down a different path. As she goes through the countless rooms and hallways, she could see some dead B.O.W along the way.

"Hmmm there seems to be a lot of infighting among the B.O.W. There were hundreds of Bio Weapons in the audience before. All with their own way of thinking and standards. Lilith has to know that infighting would happen with so many B.O.W in one place." Rachel thought.

Cheers can be heard nearby in another large room and Rachel quickly goes and check. She sees a large dead B.O.W on the floor with it's body mostly destroyed. Standing next to him is a very tall young woman holding a large battle axe. She stands at around seven feet tall with long ashen hair and has a toned up tanned body. She's barely wearing anything with only a short upper breast plate covering her boobs and a thin metal thong that covers her pussy.

"That was a good kill Elijah!" One of the B.O.W on the side congratulates her.

"That's our sexy warrior babe we all know and love!" Another one cheers for her.

"Please let me be your partner Elijah, you can crush me with those long sexy strong legs of yours!" Another one yells..

"Shut up you fools! I don't need any partner, fans, or help! Now if nobody else wants to challenge me than I'll continue looking around the base." Elijah yells and lifts her long battle axe up with one hand casually.

"Impressive...that long battle axe is longer than her and it seems very heavy yet she can lift it without any effort." Rachel thought to herself.

"Hold it right there Elijah! I...the great Barbara shall challenge you!" The new challenger said as she walks into the room.

Barbara stands at around eight feet tall and has a very muscular body. She wore a tank top and towers over Elijah as she walks up to her.

"Holy shit that's Big Barbara, I heard there's no other female B.O.W as strong as her." One of the B.O.W on the side said.

"I have heard about you Elijah! The B.O.W that dress up as a slutty looking warrior thinking she's some sexy warrior. Well I'm here to crush you and show you what a real strong woman is like bitch! The puny muscles you got there are nothing compared to the true big muscles I have!" Barbara threatens her.

"...You got way too much muscle Barbara, to the point where you don't even look feminine anymore." One of the B.O.W on the side said.

Barbara quickly grabs and crushed the B.O.W's head with her hand in a instant. The other B.O.W panic and stood quiet.

"See this Elijah? This is what real strength looks like, not some pretend pretty warrior slut like yourself!" Barbara said.

"I will fight you without my weapon." Elijah replied as she drops her battle axe to the floor which creates a loud sound letting everyone know just how heavy it was.

"Hahaha foolish young girl you think you can actually beat me without your weapon when that's the only chance you got?! You stupid bitch, I'll make you regret that!" Barbara laughs.

The bigger woman charges forward with each step shaking the ground. Elijah casually dodges her tackle and kicks her on the side sending her rolling on the ground.

"What?! That was a lucky kick that's all!" Barbara yells as she gets back up and charges towards her again.

The bigger woman charges at her again, this time swinging her fist as she tries to punch the smaller woman. Elijah casually dodges all her punches before jumping up in the air and kicks Barbara in the face causing her to stumble backwards. Elijah dash forward and lands a hard straight kick and sends Barbara crashing through the wall.

Rachel as well as the other B.O.W watching were all surprised at how tough Elijah is. Barbara gets up and comes back to the room through the broken wall.

"How the fuck are you so strong?!" She yells.

"Two reasons you big steroid looking bitch, one because I use my strength and speed to it's full potential while you're all muscle and slow...and two I'm just a better B.O.W than you in every way." Elijah smiles at her.

"I...I refuse to believe this! I refuse to believe a female that's prettier than me can also best me in combat! I will use my full B.O.W form just to kill you!" Barbara screams.

Her skin starts turning grayish and her muscle mass becomes even greater. Her eyes turns red and her voice becomes inhuman as she roars and charges at Elijah one last time. Elijah smiles and charges forward herself too surprising Barbara. She lands a quick and powerful strike through Barbara's chest and rips her heart out. The bigger woman let out a painful gasp as she's now in shock and surprise. Elijah crushes Barbara's heart and the B.O.W falls dead to the floor. The other B.O.W cheers at her victory once again.

"That was very impressive, didn't know you were that powerful even without your big weapon there." Rachel said.

"A warrior has to be trained in all forms of combat including hand to hand fighting in case one loses the weapon" Elijah replied.

"Well said." Rachel agrees.

Elijah picks up her battle axe and walks out of the room.

"Hey you mind if I follow you for a bit? I'll feel a lot safer." Rachel asks as she follows her out.

"Yes I do mind, I don't need some weak B.O.W following me around like a sidekick or lapdog now get lost." She tells her.

"Wow fine by like that." Rachel said as she watches Elijah walk away.

Rachel heads towards a different direction, eventually getting lost.

"Crap where the hell am I? I don't see any other B.O.W here...still at least I won't have to worry about anyone picking a fight with me here." Rachel thought to herself.

A few footsteps from behind caught Rachel's attention and she turns around and see Sarah and another B.O.W with her.

"Hehe we were following you." Sarah said.

"You! You're that bitch that pretended to be friendly and sucker knee me before!" Rachel said.

"Yeah and I'm not finished with you yet slut, I even bought a friend here to make sure you suffer before you die hehe." Sarah laughs.

"Whose your cute friend here?" Rachel asks, not showing too much concern of the situation.

"My name is Cindy, I don't have any grudges with you Rachel but I do enjoy raping and killing people that don't behave.." Cindy smiles.

Cindy appears to be Caucasian, in her mid to late teens and have short purple hair with curled end. She's wearing a skintight black dress with white around the collar and a red ribbon. Also white thigh-high socks, white panties, and black high heels.

"I hope this victim would give us more fun than the last one we ravaged together." Cindy smirks.

"Oh she will, we'll make sure of it." Sarah smirks.

"So you bought a friend with you because you don't believe you can take me on by yourself huh Sarah?" Rachel said.

"Shut up, I could take you on myself but I wanted to let my friend have some fun too!" Sarah yells.

"Let's see what you got then." Rachel taunts them.

Cindy aims both of her hands at Rachel and began shooting out a bunch of small energy balls that explodes on impact. Rachel starts dodging them while retreating.

"Shit...those small purple bombs aren't strong. Their explosion powers are about as strong as a firecracker but with her being able to shoot that many energy balls at once, it's sure to do some major damage if I stand still." Rachel thought as she kept running.

"Stop running and fight us bitch!" Sarah yells as she and Cindy chases after her.

* * *

In the main office of the B.O.W base, Lilith can sense a good amount of Demons being killed due of infighting.

"Through the demon tattoo I gave all my Demons, I sense sixty-four Demons dead already...there was five hundred thirty-three of us during the gathering before so that would leave four hundred and sixty-nine of the Demons left...never mind make that four hundred and sixty-eight, another Demon just died right now hehe" Lilith said.

"It's only been a little more than an hour and already sixty-four of our Demons died because of infighting...pathetic and just as expected." Angelica said.

"Everything is going according to plan...we gather all the Demons together in one place, all from different walks of life, with different morale levels and different views of things. And there's bound to be infighting." Lilith said.

"True every B.O.W is chaotic in nature...they're all monsters in one way or another...except for us of course. Angelica said.

"And that is exactly why this plan is going smoothly, the stronger B.O.W will kill off the weaker ones that were never worthy to serve us in the first place." Lilith replies.

"We should do the announcement after the infighting death count reach somewhere around one hundred." Angelica suggested.

"Yeah we won't have too much time, Lex knows our location and if I have to guess, he'll send a B.S.A.A army to attack this place sometimes during tomorrow." Lilith said.

"With so many powerful B.O.W in our Demon army, they won't stand a chance if they decide to try invading with troops alone." Angelica said.

"That is true but we'll still suffer massive casualties depending on how big of a army they send...and we still need at least a few hundred Demons to carry out our plan to spread the Demon Bombs into as many cities as possible." Lilith said.

"I see, so we'll leave this place before they come and when they finally arrived. All they'll find is a empty base right?." Angelica asks.

"Not too empty, we'll leave a bunch of the lesser B.O.W here to fight them and see what they're made of...everything is going according to plan, Lex will get overconfident thinking we retreated out of fear. Than he'll start sending his troops out all across the world to hunt the Demons, scattering his army and leaving his main base weak. That is when we'll counter attack him, wiping him out once and for all hahahah." Lilith laughs.

"I can't wait for that day, this Lex person thinks he's one step above everyone but in reality, we're actually the ones that's one step above him." Angelica smiles.

* * *

"Think I've lost them...that was close." Rachel said to herself as she peaks around the corner and sees nobody.

Rachel looks around deciding which way to go. Suddenly she senses a presence nearby and turns around but sees nobody. She then gets punched and kicked a few times, dropping to the floor.

"What the hell?!" Rachel questions the situation.

"Hehehehe surprised you fucking bitch." Sarah laughs as she comes out of her stealth powers.

"So you can turn invisible huh." Rachel said as she gets back up.

A few purple energy blast blows up against Rachel, ripping her shirt apart and sending her to the floor.

"Got you bitch!" Cindy said as she comes into the scene.

"Hey this isn't fair, getting double teamed like this!" Rachel tells them.

"Too bad cause we're about to continue our double teaming." Cindy smiles.

Cindy pull her panties down revealing a long massive thick cock surprising Rachel.

"What?! This Cindy girl's cock size and shape rivals even mine!" Rachel thought as she both fears and admires the teenager's massive monster cock.

"We're going to have our way with you before killing you slut!" Sarah said as she and Cindy both gets closer to Rachel.


	14. Chapter 14

Rachel tries getting back up but gets punched in the stomach by Sarah stunning her a bit while Cindy grabs her from behind.

"Let go of me bitch!" Rachel yells.

"I don't think so, like I said, we're going to violate the fuck out of you, this is for not helping my friends during your mission!" Sarah said and slaps Rachel a few times while Cindy restrains her from behind.

"I'm going to enjoy fucking you...after Sarah has her way with you of course." Cindy said and licks Rachel in the neck.

Rachel let out a gasp as she felt Cindy's massive cock rubbing against her back. On the front, Sarah rubs and pinches Rachel's breasts causing her to let out a soft groan. She then kisses Rachel and the two starts blushing a little and tongues each other for a bit.

"Wow I knew you were a slut, you're actually enjoying this?" Sarah said as she moves her head away from Rachel.

"Maybe I am hehe." Rachel smiles at her.

"Are you really now? Cause I doubt you're really enjoying this, you're just trying to keep your cool." Sarah said.

"I know right, she's probably crying in the inside but just doesn't want to show it hehe." Cindy said.

Sarah punches Rachel in the face a few times before landing a harder punch on her stomach causing her to let out a painful grunt. A small line of blood leaks out of Rachel's mouth.

"Are you still enjoying this bitch?!" Rachel asks.

Rachel stood silent as she looks at Sarah.

"Well are you?! Answer me bitch!" Sarah screams and gave Rachel a hard slap.

Sarah noticed Rachel's cock getting bigger and let out a surprise gasp.

"Wha..what?! You really are enjoying this?!" Sarah yells in surprise.

"I'm still waiting for you two to do something to me cause so far I don't feel violated at all heh." Rachel smirks at her.

"Shut up! Shut up!" Sarah yells as she slaps Rachel a few more times.

"Calm down Sarah, we're the ones in control here so don't let her anger you." Cindy tells her friend.

"You're right Cindy...as for you Rachel we're going to have so much fun with you. It'll be nice seeing how long you can keep your stupid confident attitude before it breaks." Sarah tells her.

Sarah forcefully grabs Rachel's cock giving it a hard grip before jerking it. Rachel let out a soft moan and blushes again as her meat gets played with. Sarah gets down and continues to jerk the massive cock while Rachel let out a sexual sigh as her cock feels better and better. Sarah moves her other hand to finger her own pussy as she's starting to get wet herself too.

Sarah starts licking Rachel's huge erect cock causing it to quiver softy before sucking on it. Rachel blushes and breathes harder as she gets more and more turned on due to Sarah's wonderful blowjob.

"I don't see how blowing me is punishing me...not that I mind of course." Rachel said while breathing heavily.

Sarah didn't respond back as she kept her playful sucking. Rachel let out a moan as Sarah starts sucking her faster and more aggressively.

"She..she's doing a good job..." Rachel thinks and lets out a soft sexual grunt.

Rachel closes her eyes, moaning and came hard blasting her semen out. Sarah moves her head away from Rachel's large twitching cock letting the semen drips to the floor. Sarah swallows the semen in her mouth and licks the ones around her lips. She pulls her fingers out of her own soaked pussy. Both girls catches their breath for a bit before Sarah stands up and inserts her wet slippery fingers in Rachel's mouth, pressing it against her tongue. Rachel was more then welcome to lick it clean for her.

"I'm glad you enjoy blowing me, that was a nice blowjob you gave me so I'm guessing you're going to fuck me now too right? Hehe." Rachel smiles at her.

"Shut up bitch, I won't satisfy your lust by fucking with you cause than you'll be on the one in charge, I only molest my victims but never get molested back." Sarah said.

"Oh that's a shame I was hoping you'll punish me some more by fucking me hard but I see you already admitted that I'll turn the tables on you if you start having a fuck battle with me heh." Rachel smirks at her.

Sarah smacks Rachel again.

"Shut up, there's no way I'm going to out fuck you when your have such a big thick cock which is why Cindy here is going to be the one to make you beg for mercy hahaha." Sarah laughs.

"Yes please punish me, make me blow you Cindy hehe, I'll do a good job, I promise." Rachel winks at her.

"Fucking pervert! You wish that's what I'm making her do, instead she's going to rape you anally and in a very rough way too!" Sarah said.

"Wait what?!" Rachel replies.

Cindy shoves Rachel against the floor with her ass facing up.

"Shit I forgot about Cindy's huge erect cock, this chick could actually do some damage to me if she shoves that torpedo in me." Rachel thought.

"Hehe watching Sarah jerk and blow your cock had me all turned on so it's time I let my big friend down here have some fun too." Cindy smiles as she strokes her own balls and massive thick cock.

Cindy touch and rubs Rachel's butt with her big meat causing Rachel to become nervous and quiver.

"You thought you didn't have to worry about our punishment but you're wrong. And my friend Cindy here is going to wipe your stupid cocky attitude and turn you into a begging bitch!" Sarah laughs.

Cindy spread Rachel's butt hole and inserts her massive cock in causing Rachel to let out a loud painful groan. She starts thrusting her meat in and out, fucking her victim with great force. Rachel frowns and groans at the massive pain and pleasure.

"Fu...fuck...I'm suppose to be the one doing this to people not the other way around." Rachel thought.

"Hey bitch are you still enjoying this huh?!" Sarah taunts her.

"..Fuck..you! Ahhhh!" Rachel said and lets out another groan.

"Hahahaha it's so nice seeing you suffer like this." Sarah said.

Sarah starts rubbing her own breasts and fingering herself again as she's turned on by Cindy ass raping Rachel. Cindy increases her fucking speed but starts frowning and blushing hard as she's extremely turned on herself.

"It's painful...but to be honest, Cindy's cock feels so nice, having a big juicy cock fuck me in the ass so aggressively and violently." Rachel thought to herself.

"Soon you'll cry and start begging like a bitch Rachel, you deserve all this because you're a selfish cunt!" Sarah said and moans as she continues to finger herself.

Cindy let out a sexual groan as she keeps assaulting Rachel.

"Wait a minute...I feel Cindy losing focus. Could it be she's not able to handle it? Maybe I should test it." Rachel thought as she moves her own ass back and forth allowing Cindy to fuck her better.

Rachel groan but now Cindy also begins to open her mouth and moans, breathing heavier and frowning as she tries to maintain her assault.

"Cindy what's the matter? You're suppose to be the one punishing her but from your facial expression, it looks like you're the one being punished more." Sarah said.

"I'm..doing my best Sarah...but my cock gets very sensitive." Cindy struggles to say.

Rachel groans but smiles right after as she knows what to do now. As Cindy starts fucking her even harder, Rachel also moves her ass back and forth faster, challenging Cindy's assault. Cindy groans loudly as Rachel starts turning the situation around.

"Cindy do your job, this bitch is suppose to start crying at this point but yet she looks like she's starting to enjoy this." Sarah tells Cindy.

"What's the matter Cindy, I'm moving my ass back and forth too making it easier and smoother for you to fuck me but yet it seems you can't keep up. " Rachel taunts her rapist.

"Shut...shut up!" Cindy struggles to reply.

Cindy continues to fuck Rachel and soon both of them scream as they both came hard. Cindy unleashed a huge load of semen in and around Rachel's ass while Rachel unload a huge semen blast to the floor. Cindy pulls her cock out which starts twitching and continues to blast out her semen causing her to keep moaning and open her mouth wide.

"Fuck this bitch didn't suffer as I hoped...still it doesn't matter too much in the end because you're still going to die Rachel!" Sarah said.

Rachel catches her breath a little and sees Cindy breathing heavily on the floor trying to catch her breath too. She knows this is the best chance to take action as Cindy looks like she'll need more time to recover than herself. Rachel quickly stands up and mutates into her B.O.W form surprising both of them.

"Cindy what are you doing?! Get up and attack her!" Sarah tells her friend.

Cindy gets up but before she can also mutate, Rachel grabs her cock causing Cindy to gasp in surprise. With this quick distraction, Rachel lands a good punch and knocks her out. Once her unconscious body hits the ground, her large cock squirts out another stream of semen.

"Cindy no!" Sarah yells.

"Let's see how tough you are when you don't have a backup to help you hehe." Rachel smiles at her.

"Sorry but I'm not stupid enough to fight you one on one so later." Sarah said and turns invisible.

"Heh so not only are you weak but you're also a coward." Rachel taunts her.

"Shut up bitch, I'll get you next time, I'll bring more of my friends with me so you won't stand a chance in our next encounter." Sarah threatens her.

"You're proving my point, like I said, you're just a weak little coward so run home and lick your wounds like a defeated animal hehe." Rachel makes fun of her.

Sarah didn't respond back.

"Oh well guess she fled already and she left her friend here too, talk about being a hypocrite saying I didn't help her friends during my mission and yet she's leaving her friend behind right now hahaha." Rachel smiles.

Rachel went down and smacks Cindy's big meat then rubs her own giant meat against hers, mixing their semen together.

"Hehe this cute girl surprised me with how big her cock is, it was actually as big as my cock in my human form...but not in my current B.O.W form hehe."

Rachel rolls Cindy over and makes her ass face up.

"I was going to take a light revenge on you by riding your cock but since you did gave me a painful ass fucking, I think I should return the favor by anal raping you too, with my bigger cock hehe." Rachel laughs.

She spreads Cindy's butt hole and shoves her big meat in her. Rachel then starts aggressively fucking her, thrusting her hips in and out rapidly without mercy.

"I shouldn't but I'll let you live since you were more of a tag along to Sarah...but not without making your ass sore first...very sore hehe." Rachel smiles as she kept fucking her victim.

Cindy let out a painful groan and Rachel smiles. Her small unconscious reaction only motivates Rachel to rape her harder and harder. Rachel frowns as she's getting close to her climax. After a few more hard thrusts, Rachel moans and came hard, releasing another huge load of semen into and around Cndy's asshole.

"Hah...hah...hah..." Rachel catches her breath.

Suddenly a steel pipe pierced Rachel's chest from behind causing her to let out a painful grunt. Rachel stood up and sees nobody around.

"It can't be...she actually came back?!" Rachel thought.

"Surprised bitch?! You thought I was a coward and that I'll just run away? But I was merely trying to find some nearby suitable weapons to kill you with." Sarah laughs as she reveals herself.

"Smart I guess...it's easy to fool your enemies into letting their guards down...with your ability to become invisible especially..." Rachel replies and drops to the floor.

"Hahahahhaha you bitch, that'll teach you to mess with me, shame you're dead already or close to it, would had wanted to mock you some more before you die." Sarah said.

"Surprised hehe!" Rachel said as she gets back up like nothing happened.

"Wha..what the fuck?! You're suppose to be dead!" Sarah yells in shock.

"Well that's why you should had done some research on me before you attempt to kill me Sarah. You see my body can resist damage pretty well and my regeneration also helps a lot." Rachel replies and pulls the metal pipe out of her chest causing some blood to pour out.

"You...you monster!" Sarah yells in fear.

"Oh shut up, everyone here is a monster, none of us here are humans anymore so you sound pretty stupid and shall I say weak by calling a fellow B.O.W a monster hehe." Rachel laughs at her.

"You...you will die!" Sarah screams.

She turns invisible again and Rachel shows no concern at the situation. Rachel sense a presence behind her and turns around but gets stabbed in the head with a knife by Sarah.

"Hehehe now you're dead, you completely left yourself wide open not even bothering to defend, you are the dumbest B.O.W out of all of us." Sarah said.

"Sorry girl but head attacks aren't that effective against me, maybe if you blow up my head instead of just stabbing it than I might have died for real." Rachel said and pulls the knife out of her head.

"Impossible you really are a monster, I'm going to get more help against you!" Sarah screams in fear and starts retreating.

Rachel can't see her but could hear her running footsteps heading for one of the exit, Rachel chases after her and swings the metal pipe, hitting Sarah on the back of her head, knocking her out and causing her invisible ability to disappear.

"Wow that was a lucky hit, can't believe I actually managed to hit her." Rachel said and looks down at her.

Rachel grabs Sarah's hair lifting her off the floor a little and shoves her cock in her mouth.

"I don't have the energy to fuck you since I have to recover from the wounds you gave me plus I already came a few times but I still have enough to force you to suck my cock hehe." Rachel said.

Using her hand to prevent Sarah from falling, Rachel starts thrusting her massive cock in and out of Sarah's mouth. Rachel smiles at the fact that she's managed to turn the situation around and is now humiliating her attackers instead.

"This is how it should be, me being on the offensive. This bitch thought she can make me a victim of rape, how funny." Rachel smiles.

After some more thrusting in and out, Rachel moans and unloads another load of semen blasting them in and around Sarah's mouth.

"This load is smaller than the one I gave Cindy...I would had a lot more if my body isn't forced to recover my wounds...shame I can't fuck you right now because of this so I guess this ends here." Rachel said with disappointment and grabs the knife.

She grabs and holds Sarah's hair tightly with her other hand and lifts her entire body up above the ground. Rachel admires her beauty and hesitates to kill her if for a moment. She stares at her unconscious victim's face, her peaceful and unaware expression causing Rachel to delay killing her. Sarah's mouth still full of the semen she gave her.

"I could let you live, I don't mind having someone holding a grudge against me and trying to attack me from time to time, could even be fun cause I'm crazy like that hehe...but I already have someone better than you...I already have Jill for that...so farewell Sarah." Rachel whispers.

She swings the knife and beheads Sarah in a blink of a eye. Sarah's headless body drops to the floor. And Rachel still holding Sarah's severed head, bought it close to her and kisses her then tongues her in the mouth.

"That's what you get for messing with me bitch hehe." Rachel said and threw her head to the ground.

Rachel transform back into her human form.

"Well that was fun...crap I feel like taking a leak but there's no bathrooms here." She thought.

Rachel walks up to Cindy and starts peeing on her.

"Hehehe sorry to disrespect you like this but since I'm letting you live, this is the least I could do." Rachel said.

Rachel heads out of the room and back to the halls.

"Jill I wonder what you are up to...and how are you going to defeat all the stronger Demons in the future." Rachel thought.


End file.
